1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 10-Q
For the Quarter Ended September 28, 1996 Commission File Number 1-5315
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S P R I N G S I N D U S T R I E S, I N C.
(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
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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 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
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As of November 4, 1996, there were 12,629,293 shares of Class A Common Stock
and 7,518,579 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
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There are 84 pages in the sequentially numbered, manually signed original of
this report.
Page 1 of 84
The Index to Exhibits is on Page 13
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2
TABLE OF CONTENTS TO FORM 10-Q
PART I - FINANCIAL INFORMATION
ITEM PAGE
- ---- ----
1. FINANCIAL STATEMENTS 3
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9
PART II - OTHER INFORMATION
ITEM PAGE
- ---- ----
6. EXHIBITS 11
SIGNATURES 12
EXHIBIT INDEX 13
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3
PART I
ITEM I - FINANCIAL STATEMENTS
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Operations
and Retained Earnings
(In thousands except per share data)
(Unaudited)
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
-------------------------- ------------------------
SEPT. 28, SEPT. 30, SEPT. 28, SEPT. 30,
1996 1995 1996 1995
----------- ---------- ----------- ----------
OPERATIONS
Net Sales......................... $ 569,231 $ 623,740 $1,697,743 $1,639,548
Cost and expenses:
Cost of goods sold............... 455,668 511,818 1,372,646 1,345,310
Selling, general and
administrative expenses......... 75,666 68,751 228,903 198,481
Restructuring and
realignment costs............... 309 - 30,733 -
Interest expense................. 4,492 8,778 17,864 23,918
Other (income) expense........... (2,024) (230) (45,505) (3,079)
--------- --------- ---------- ----------
Total.......................... 534,111 589,117 1,604,641 1,564,630
--------- --------- ---------- ----------
Income before income taxes and
extraordinary item.............. 35,120 34,623 93,102 74,918
Income tax provision ............. 12,503 13,317 15,195 29,352
--------- --------- ---------- ----------
Income before extraordinary item. 22,617 21,306 77,907 45,566
Extraordinary item:
Loss on extinguishment of debt,
net of income tax benefit
of $2,176....................... - - 3,552 -
--------- --------- ---------- ----------
Net Income....................... $ 22,617 $ 21,306 $ 74,355 $ 45,566
========= ========= ========== ==========
Per Share:
Income before extraordinary item. $ 1.11 $ 1.08 $ 3.81 $ 2.41
Extraordinary loss from
extinguishment of debt.......... - - (.17) -
--------- --------- ---------- ----------
Net income....................... $ 1.11 $ 1.08 $ 3.64 $ 2.41
========= ========= ========== ==========
Cash dividends declared:
Class A shares................... $ .33 $ .33 $ .99 $ .93
========= ========= ========== ==========
Class B shares................... $ .30 $ .30 $ .90 $ .84
========= ========= ========== ==========
Weighted average shares of
common stock..................... 20,453 18,944
========== ==========
RETAINED EARNINGS
Retained earnings at beginning
of period...................... $655,239 $581,808 $ 616,347 $ 568,403
Net income....................... 22,617 21,306 74,355 45,566
Cash dividends declared.......... (6,425) (6,410) (19,271) (17,265)
-------- -------- ---------- ----------
Retained earnings at end of
period......................... $671,431 $596,704 $ 671,431 $ 596,704
======== ======== ========== ==========
See Notes to Condensed Consolidated Financial Statements.
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SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands except share data)
(Unaudited)
SEPT. 28, DEC. 30,
1996 1995
---------- -----------
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 17,324 $ 2,606
Accounts receivable . . . . . . . . . . . . . . . . . . . 358,115 351,669
Inventories . . . . . . . . . . . . . . . . . . . . . . . 371,965 384,730
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 28,944 30,300
---------- ----------
Total current assets . . . . . . . . . . . . . . . . . 776,348 769,305
---------- ----------
Property, plant and equipment . . . . . . . . . . . . . . . 1,301,394 1,380,659
Accumulated depreciation . . . . . . . . . . . . . . . . (774,296) (766,700)
---------- ----------
Property, plant and equipment, net . . . . . . . . . . 527,098 613,959
---------- ----------
Other assets and deferred charges . . . . . . . . . . . . . 71,244 144,280
---------- ----------
Total . . . . . . . . . . . . . . . . . . . . . . . . $1,374,690 $1,527,544
========== ==========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term borrowings . . . . . . . . . . . . . . . . . . $ - $ 21,900
Current maturities of long-term debt . . . . . . . . . . 7,336 13,078
Accounts payable . . . . . . . . . . . . . . . . . . . . 86,616 103,737
Accrued restructuring costs . . . . . . . . . . . . . . . 11,914 -
Other accrued liabilities . . . . . . . . . . . . . . . . 117,393 124,275
---------- ----------
Total current liabilities . . . . . . . . . . . . . . . 223,259 262,990
---------- ----------
Noncurrent liabilities:
Long-term debt . . . . . . . . . . . . . . . . . . . . . 177,177 326,949
Deferred compensation and benefit plans . . . . . . . . . 158,789 154,673
Deferred income taxes and other deferred
credits . . . . . . . . . . . . . . . . . . . . . . . . 38,652 48,410
---------- ----------
Total noncurrent liabilities . . . . . . . . . . . . . 374,618 530,032
---------- ----------
Shareowners' equity:
Class A common stock- $.25 par value
(12,735,987 and 12,642,903 shares
issued in 1996 and 1995, respectively). . . . . . . . . 3,184 3,161
Class B common stock- $.25 par value
(7,518,579 and 7,604,579 shares issued
in 1996 and 1995, respectively) . . . . . . . . . . . . 1,880 1,901
Additional paid-in capital . . . . . . . . . . . . . . . 110,298 109,840
Retained earnings . . . . . . . . . . . . . . . . . . . . 671,431 616,347
Cost of Class A shares in treasury
(106,932 and 110,526 shares
in 1996 and 1995, respectively) . . . . . . . . . . . . (2,382) (2,449)
Currency translation adjustment and other . . . . . . . . (7,598) 5,722
---------- ----------
Shareowners' equity . . . . . . . . . . . . . . . . . . 776,813 734,522
---------- ----------
Total . . . . . . . . . . . . . . . . . . . . . . . . $1,374,690 $1,527,544
========== ==========
See Notes to Condensed Consolidated Financial Statements.
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5
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
THIRTY-NINE WEEKS ENDED
---------------------------------
SEPT. 28, SEPT. 30,
1996 1995
--------- ---------
Operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,355 $ 45,566
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . 70,966 73,528
Gain on sale of businesses . . . . . . . . . . . . . . . . . . . (49,896) -
Provision for restructuring costs . . . . . . . . . . . . . . . 30,375 -
Loss on disposal of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,997 540
Extraordinary loss on extinguishment of debt.. . . . . . . . . . 5,728 -
Changes in operating assets and liabilities,
net of effects of business acquisitions and
sale of businesses . . . . . . . . . . . . . . . . . . . . . . (57,589) (25,166)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . (808) (7,947)
--------- ---------
Net cash provided by operating
activities . . . . . . . . . . . . . . . . . . . . . . . . . 79,128 86,521
--------- ---------
Investing activities:
Purchase of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . (50,669) (56,070)
Business acquisitions, net of stock issued
and cash acquired . . . . . . . . . . . . . . . . . . . . . . . (1,900) (79,225)
Proceeds from sales of businesses and other
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194,822 1,013
--------- ---------
Net cash provided (used) by investing
activities . . . . . . . . . . . . . . . . . . . . . . . . . 142,253 (134,282)
--------- ---------
Financing activities:
Proceeds (repayments) of short-term
borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . (21,900) 16,700
Proceeds from long-term borrowings . . . . . . . . . . . . . . . 2,261 109,719
Repayment of long-term debt . . . . . . . . . . . . . . . . . . . (157,898) (55,557)
Debt prepayment premium . . . . . . . . . . . . . . . . . . . . . (3,438) -
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . (25,688) (22,390)
--------- ---------
Net cash provided (used) by financing
activities . . . . . . . . . . . . . . . . . . . . . . . . . (206,663) 48,472
--------- ---------
Increase in cash and cash equivalents . . . . . . . . . . . . . . . $ 14,718 $ 711
========= =========
See Notes to Condensed Consolidated Financial Statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies:
These condensed consolidated financial statements should be read in
conjunction with the financial statements presented in the Springs
Industries, Inc. ("Springs" or "the Company") 1995 Annual Report on Form
10-K.
In the opinion of the management of Springs, these unaudited condensed
consolidated financial statements contain all adjustments of a normal
recurring nature necessary for their fair presentation. The results for
interim periods reflect estimates for certain items which can be
definitively determined only on an annual basis. These items include the
valuation of a substantial portion of inventories on a LIFO cost basis and
the provision for income taxes. These interim financial statements reflect
applicable portions of the estimated annual amounts for such items.
The results of operations for interim periods are not necessarily
indicative of operating results to be expected for the remainder of the
year.
2. Inventory:
Inventories are summarized as follows (in thousands):
Sept. 28, Dec. 30,
1996 1995
---------- ----------
Standard cost (which approximates
average cost) or average cost:
Finished goods . . . . . . . . . . . . . . . . . . . $ 245,344 $ 251,277
In process . . . . . . . . . . . . . . . . . . . . . 192,424 192,094
Raw materials and supplies . . . . . . . . . . . . . 57,794 74,195
--------- ---------
. . . . . . . 495,562 517,566
Less LIFO reserve . . . . . . . . . . . . . . . . . . . (123,597) (132,836)
--------- ---------
Total . . . . . . . . . . . . . . . . . . . . . . . . $ 371,965 $ 384,730
========= =========
3. Commitments:
The Company enters into forward delivery contracts and futures contracts
for raw material purchases, consistent with the size of its business, to
reduce the Company's exposure to price volatility. Management assesses
these contracts on a continuous basis to determine if contract prices will
be recovered through subsequent sales.
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4. Acquisitions and Divestiture:
On April 17, 1996, the Company sold all of the outstanding stock of Fort
Mill A, Inc., whose sole asset consisted of all of the outstanding stock of
Clark-Schwebel, Inc., to Clark-S Acquisition Corporation, a Delaware
Corporation. Clark-S Acquisition elected to pay in cash the full purchase
price of approximately $193 million. A gain of $50.1 million was included
in other (income) expense. No tax expense was recognized on the gain.
Clark-Schwebel had 1996 sales of $68.9 million and earnings before interest
and taxes of $11.3 million through the date of sale. During the five years
ended in 1995, Clark-Schwebel's average contribution was 13 percent of
Springs' sales and 9 percent of its earnings before interest and taxes.
The Company acquired three businesses during 1995. Effective May 27, 1995,
the Company purchased all of the outstanding stock of Dundee Mills,
Incorporated, a leading manufacturer of towels, infant and toddler bedding,
knitted infant apparel, and health care products. The purchase price was
$119.6 million, $21.2 million of which was paid in cash and the remainder
through the issuance of approximately 2.5 million shares of Springs Class A
common stock with a fair value as of the acquisition date of $98.4 million.
Effective May 28, 1995, the Company purchased substantially all of the
assets of Dawson Home Fashions, Inc., a leading manufacturer of shower
curtains and bath fashions accessories. Springs paid $39 million in cash
for the business. On July 28, 1995, the Company purchased from Apogee
Enterprises, Inc., substantially all of the assets of its Nanik Window
Coverings Group, a leading manufacturer of wood window blinds and interior
shutters. The acquisitions were accounted for using the purchase method of
accounting. The costs of the businesses acquired were allocated on the
basis of the fair value of the assets acquired and liabilities assumed.
The operating results of Dundee, Dawson and Nanik are included in the
Company's consolidated results of operations from the dates of acquisition.
5. Restructuring and Realignment Costs:
During the second quarter of 1996, the Company adopted a plan to
consolidate and realign its fabric manufacturing operations. In connection
with this plan, the Company is closing three fabric manufacturing plants
while adding production in other plants and increasing outside purchases.
A pretax charge of $30.4 million was recorded in the second quarter, which
included $6.6 million for severance expense arising from the elimination of
approximately 850 positions, $16.3 million for write-offs of plant and
equipment, and $7.5 million for certain other expenses associated with the
plan. Over the next 24 months, Springs will also make capital investments
of approximately $17 million and incur future expenses of approximately
$23 million for equipment relocation and other realignment costs which do
not qualify as "exit costs."
As of September 28, 1996, the Company has incurred approximately $.7
million of actual cash expenditures against the restructuring accrual. The
$.7 million of cash expenditures includes $.3 million of severance expense
and $.4 million for certain other expenses associated with the plan. In
addition, the Company has incurred costs of $.4 million for equipment
relocation and other realignment costs and $.8 million of capital
expenditures related to the plan.
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8
6. Extraordinary Charge:
On July 1, 1996, the Company extinguished $68.7 million of senior notes
payable with an effective interest rate of 10 percent. In connection with
this debt extinguishment, the Company recorded in its second-quarter
results an extraordinary charge of $3.5 million.
7. Legal and Environmental:
As disclosed in the 1995 Annual Report on Form 10-K, Springs is involved in
certain administrative proceedings alleging violations of environmental
laws and regulations, including proceedings under the Comprehensive
Environmental Response, Compensation, and Liability Act. In connection
with these proceedings, the Company has accrued an amount which represents
management's best estimate of Springs' probable liability.
Springs is also involved in various other 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.
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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS
GENERAL
On April 17, 1996, the Company sold all of the outstanding stock of Fort Mill
A, Inc., whose sole asset consisted of all of the outstanding stock of
Clark-Schwebel, Inc., to Clark-S Acquisition Corporation, a Delaware
Corporation. Clark-S Acquisition elected to pay in cash the full purchase
price of approximately $193 million. A gain of $50.1 million was included in
other (income) expense. No tax expense was recognized on the gain.
Clark-Schwebel had 1996 sales of $68.9 million and earnings before interest and
taxes through the date of sale of $11.3 million. During the five years ended
in 1995, Clark-Schwebel's average contribution was 13 percent of Springs' sales
and 9 percent of its earnings before interest and taxes.
During the second quarter of 1996, the Company adopted a plan to consolidate
and realign its fabric manufacturing operations. In connection with this plan,
the Company is closing three fabric manufacturing plants while adding
production in other plants and increasing outside purchases. A pretax charge
of $30.4 million was recorded in the second quarter, which included $6.6
million for severance expense arising from the elimination of approximately
850 positions, $16.3 million for write-offs of plant and equipment, and $7.5
million for certain other expenses associated with the plan. Over the next 24
months, Springs will also make capital investments of approximately $17 million
and incur future expenses of approximately $23 million for equipment relocation
and other realignment costs which do not qualify as "exit costs."
As of September 28, 1996, the Company has incurred approximately $.7 million of
actual cash expenditures against the restructuring accrual. The $.7 million of
cash expenditures includes $.3 million of severance expense and $.4 million for
certain other expenses associated with the plan. In addition, the Company has
incurred costs of $.4 million for equipment relocation and other realignment
costs and $.8 million of capital expenditures related to the plan.
RESULTS OF OPERATIONS
Sales
Net sales for the third quarter were $569.2 million, down 9 percent from sales
of $623.7 million in the third quarter of 1995. Excluding the effects of
Clark-Schwebel which was sold in April 1996, sales for the quarter increased 2
percent over last year. The home furnishings segment produced a third-quarter
sales increase of 2 percent. In the specialty fabrics segment, sales for the
three months ending in September 1996 fell 45 percent due primarily to the
Company's sale of Clark-Schwebel. Excluding the effects of Clark-Schwebel,
third-quarter sales for the specialty fabrics segment remained relatively flat
compared to third quarter 1995 sales.
Year-to-date net sales improved 4 percent compared to the first nine months of
1995. Sales from the Company's acquisitions during May 1995 of the stock of
Dundee Mills, Incorporated and the principal assets of Dawson Home Fashions,
Inc. substantially contributed toward a nine-month sales increase of 13 percent
in the home furnishings segment over last year. Year-to-date specialty fabrics
sales were 23 percent lower than the prior year. Excluding the effects of the
sale of Clark-Schwebel, year-to-date specialty fabrics sales increased 4
percent over the first nine months of 1995. This increase was due primarily to
new customers and products in the Company's finished fabrics markets.
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Earnings
Net income for the third quarter of 1996 was $22.6 million, a 6 percent
increase from last year's $21.3 million. Earnings per share rose to $1.11 from
$1.08 a year ago. Earnings for the home furnishings segment exceeded the prior
year, reflecting the improved operating efficiencies the segment is beginning
to experience from the consolidation of operations made available through
investments in technology. In the specialty fabrics segment, earnings were
lower for the third quarter compared to a year ago due primarily to the sale of
Clark-Schwebel.
Earnings for the nine months ended September 28, 1996, were $74.4 million, or
$3.64 per share. Excluding the $50.1 million gain on the sale of
Clark-Schwebel, the $30.4 million restructuring charge and other write-offs
reported in the second quarter of 1996, net income for the nine months would
have been $51.0 million, or $2.49 per share, compared to $45.6 million, or
$2.41 per share, for the first nine months of 1995. Earnings for the nine
months of 1996 for the home furnishings segment were lower than the prior year
due to the effect of the $30.4 million restructuring charge recorded in the
second quarter of 1996. Excluding the restructuring charge, the home
furnishings segment's earnings were slightly higher than a year ago despite
difficult retail market conditions. Earnings were slightly lower than a year
ago for the specialty fabrics segment. After excluding the earnings of
Clark-Schwebel from the prior year, the specialty fabrics segment's earnings
were substantially higher than a year ago due primarily to new customers and
products.
For the nine months ended September 28, 1996, the Company's effective tax rate
was 16.3 percent compared to 39.1 percent for the nine months ended September
30, 1995. Included in the Company's net income for 1996 was a gain of $50.1
million on the sale of Clark-Schwebel for which no tax expense was recognized.
The Company's effective tax rate for the nine months ended September 28, 1996,
excluding the gain on the sale of Clark-Schwebel, was approximately 36 percent.
CAPITAL RESOURCES AND LIQUIDITY
Management expects to spend approximately $31 million on capital expenditures
during the last three months of 1996. The Company had short-term and
commercial paper borrowings totaling approximately $92 million at December 30,
1995, which were repaid in the second quarter of 1996 using proceeds from the
sale of Clark-Schwebel. In addition, on July 1, 1996, the Company extinguished
$68.7 million of senior notes payable with an effective interest rate of 10
percent. In connection with this debt extinguishment, the Company recorded in
its second quarter results an extraordinary charge of $3.5 million, net of an
income tax benefit of $2.2 million. During the third quarter, the Company
signed an agreement for an additional $100 million term loan facility, which
may be used to refinance existing debt and for general corporate purposes.
Management expects that cash from operations and borrowings from commercial
paper and committed short-term bank lines will adequately provide for the
Company's operating cash needs through the end of the year.
- 10 -
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ITEM 6 - EXHIBITS
The following exhibits are filed as part of this report:
(10) Material contracts
$100,000,000 Wachovia Bank of Georgia, N.A., Term Loan Credit
Agreement dated August 12, 1996
(27) Financial Data Schedule (for SEC use only)
- 11 -
12
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/James F. Zahrn
--------------------------------
James F. Zahrn
Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
DATED: November 12, 1996
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EXHIBIT INDEX
Item Page
---- ----
(10) Material contracts
$100,000,000 Wachovia Bank of Georgia, N.A., Term Loan Credit 14
Agreement dated August 12, 1996 (70 pages). The exhibits and
schedules to this agreement have been omitted. Springs agrees
to furnish supplementally such exhibits and schedules to the
Commission upon request.
(27) Financial Data Schedule (for SEC purposes) 84
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