1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 4, 1997 Commission File No. 1-11126 DYERSBURG CORPORATION (Exact name of registrant as specified in its charter) TENNESSEE 62-1363247 (State or other jurisdiction of (I.R.S employer identification no.) incorporation or organization) 1315 PHILLIPS ST., DYERSBURG, TENNESSEE 38024 (Address of principal executive offices) (Zip Code) (901) 285-2323 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $.01/Share New York Stock Exchange (Title of each class) (Name of exchange on which registered) Securities registered pursuant to Section 12(g) of the Act: NONE 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 the past 90 days. YES X No ----- ----- Indicate the number of shares outstanding of each issuer's classes of common stock, as of the latest practicable date. Title of each Number of shares outstanding as of February 11, 1997 - --------------------------- ---------------------------------------------------- Common Stock $.01 par value 13,132,480 2 INDEX TO FORM 10-Q DYERSBURG CORPORATION PART I--FINANCIAL INFORMATION PAGE NUMBER ----------- ITEM 1--FINANCIAL STATEMENTS (UNAUDITED) Consolidated Condensed Balance Sheets at January 4, 1997, September 28, 1996, and December 30, 1995.............................................. 3 Consolidated Condensed Statements of Income for the Three Months Ended January 4, 1997 and December 30, 1995.......................................... 4 Consolidated Condensed Statements of Cash Flows for the Three Months Ended January 4, 1997, and December 30, 1995......................... 5 Notes to Consolidated Condensed Financial Statements..................................................... 6 ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS..................................................... 7 PART II--OTHER INFORMATION ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS................................................... 8 ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K.................................. 8 SIGNATURES................................................................ 9 2 3 DYERSBURG CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Dollars in thousands) January 4, September 28, December 30, 1997 1996 1995 ---------- ------------- ------------ ASSETS Current assets: Cash $ 464 $ 983 $ 622 Accounts receivable, net 24,817 42,427 21,243 Inventories 32,215 23,248 29,116 Prepaid expenses and other 865 858 1,574 -------- -------- -------- Total current assets 58,361 67.516 52,555 Intangibles 59,117 59,733 61,272 Property, plant and equipment, net 67,612 67,758 67,920 -------- -------- -------- Total assets $185,090 $195,007 $181,747 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 7,726 $ 8,296 $ 7,953 Accrued expenses 5,776 7,137 4,732 -------- -------- -------- Total current liabilities 13,502 15,433 12,685 Deferred income taxes and other 9,327 9,239 8,860 Long-term debt 73,103 81,593 76,697 -------- -------- -------- Total liabilities 95,932 106,265 98.942 -------- -------- -------- Stockholders' Equity: Common stock 132 132 137 Additional paid-in capital 41,323 41,460 44,336 Retained earnings 47,703 47,150 39,032 -------- -------- -------- Total stockholders' equity 89,158 88,742 83,505 -------- -------- -------- Total liabilities and stockholder's equity $185,090 $195,007 $181,747 ======== ======== ======== See notes to consolidated condensed financial statements. 3 4 DYERSBURG CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (Dollars in thousands except per share date) Three Months Ended ---------------------------------- January 4, December 30, 1997 1995 ----------- ------------- Net Sales $ 38,793 $ 30,088 Costs and expenses: Cost of sales 30,350 24,338 Selling, general and administrative 5,810 4,547 Interest and amortization of debt costs 1,482 1,420 ----------- ------------ Total costs and expenses 37,642 30,305 ----------- ------------ Income (loss) before income taxes 1,151 (217) Income taxes 467 (93) ----------- ------------ Net income (loss) $ 684 $ (124) =========== ============ Earnings (loss) per primary and fully diluted common share and common equivalent share $ 0.05 $ (0.01) =========== ============ Dividends per share $ 0.01 $ 0.01 =========== ============ Weighted average shares outstanding 13,432,671 13,921,052 See notes to consolidated condensed financial statements. 4 5 DYERSBURG CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) Three Months Ended ---------------------------------- January 4, December 30, 1997 1995 ----------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net Income (loss) $ 684 $ (124) Adjustments to reconcile to net cash provided by operating activities Depreciation and amortization 2,811 2,986 Deferred income taxes 88 84 Other-net 6,700 5,045 ----------- ------------ Net cash provided by operating activities 10,283 7,991 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (2,138) (4,604) Other-net 95 (150) ----------- ------------ Net cash used in investing activities (2,043) (4,754) CASH FLOWS FROM FINANCING ACTIVITIES Acquisition of common stock for treasury (160) (2,490) Issuance of common stock 22 0 Retirement of debt (58) (60) Net repayment of revolving credit agreement (8,432) (900) Dividends paid (131) (139) ----------- ------------ Net cash used in financing activities (8,759) (3,589) ----------- ------------ Net increase (decrease) in cash (519) (352) Cash at beginning of period 983 974 ----------- ------------ Cash at end of period $ 464 $ 622 =========== ============ See notes to consolidated condensed financial statements. 5 6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) DYERSBURG CORPORATION January 4, 1997 NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements include the accounts of Dyersburg Corporation ("Company") and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with 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. Financial information as of September 28, 1996 has been derived from the audited financial statements of the Corporation, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated have been included. The results for interim periods are not necessarily indicative of results to be expected for the year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 28, 1996. The quarter ended January 4, 1997, included 14 weeks, while the quarter ended December 30, 1995, included 13 weeks. NOTE B--INVENTORIES Jan. 4, Sept. 28, Dec. 30, 1997 1996 1995 -------- --------- -------- (in thousands) Raw Materials $ 6,801 $ 5,573 $ 4,644 Work in Process 13,077 8,530 11,532 Finished Goods 12,337 9,145 12,940 ------- ------- ------- $32,215 $23,248 $29,116 ======= ======= ======= NOTE C--STOCK REPURCHASE On October 4, 1995, the Company approved a plan to repurchase up to 2,000,000 shares of Dyersburg Corporation common stock. The repurchase is expected to occur over a period of approximately 18 months and will be made at the discretion of the Company as warranted based upon market pricing. As of January 4, 1997, a total of 1,078,275 shares had been purchased under the repurchase plan at an aggregate cost of $5,573,554 or $5.17 per share, on average. 6 7 ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The net income for the first fiscal quarter of 1997 was $684,000, or $0.05 per share, versus a net loss of ($124,000), or ($.01) per share in the first fiscal quarter of the prior year. The weighted average number of shares outstanding in the quarter ended January 4, 1997, decreased to 13,135,133 from 13,921,052 in the first quarter of the prior year as a result of the Company's stock repurchase program. Net sales for the quarter ended January 4, 1997 increased by 29% to $38.8 million versus $30.1 million for the quarter ended December 30, 1995. The increase in net sales dollars was driven by an approximate 200% increase in outerwear shipments for the first quarter of 1997 as compared to the same period in 1996. Stretch fabrics enjoyed an increase of over 20%, while cotton jersey fabrics reflected strong sales volumes as well. Gross margins for the quarter improved to 21.8% for the first quarter of 1997 versus 19.1% for the same period in fiscal 1996. Margins benefited from an improved product mix combined with the overall increase in sales. Selling, general and administrative expenses increased 27.8% for the first quarter of fiscal 1997 compared to the same period in fiscal 1996. However , these same expenses as a percentage of sales were 14.9% for the first quarter, a decrease from 15.1% for the same period in 1996. Quarterly interest expense of $1,482,000 was approximately equal to that of the prior year. When compared to the higher sales volume for the period ended January 4, 1997; however, interest as a percentage of sales decreased to 3.8% in the fiscal 1997 quarter versus 4.7% in the comparable period in fiscal 1996. The effective tax rate for the first quarter of fiscal 1997 was approximately 41%, exceeding the federal statutory rate due to the nondeductibility for tax purposes of certain expense items, principally the amortization of goodwill. Liquidity and Capital Resources Working capital at January 4, 1997, decreased to $44.9 million versus $52.1 at September 28, 1996, due primarily to a decline in accounts receivable reflecting the lower sales volume typically experienced in the first fiscal quarter as compared to the fourth fiscal quarter. The decrease was partially offset by a seasonal increase in inventories. The Company's current ratio was 4.32:1 and its debt-to-capital ratio was 45.1% at January 4, 1997, compared to 4.37:1 and 47.9%, respectively at September 28, 1996. Net receivables decreased from $42.4 million at September 28, 1996, to $24.8 million at January 4, 1997, as a result of seasonal sales levels. Inventories increased to $32.2 million during the first quarter of 1997 in anticipation of seasonally stronger sales for the remainder of the fiscal year. 7 8 Capital expenditures for the three months ended January 4, 1997, were $2.1 million versus $4.6 million for the same period in the prior year. The Company anticipates that capital expenditures in fiscal 1997 will approximate the same level experienced in 1996 of $11.8 million. The Company's stock repurchase program was funded by cash flows from operations with purchases made at the Company's discretion when market pricing was deemed advantageous. A total of 27,000 shares were purchased during the quarter at an aggregate cost of $160,000 or $5.92 per share on average. At January 4, 1997, the Company had $32.3 million of unused available bank lines of credit. The Company believes that cash generated from operations and the available revolving credit facility will be sufficient to fund the capital spending, stock repurchase program and meet normal operating needs. PART II--OTHER INFORMATION ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of shareholders during the three months ended January 4, 1997. ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K (a) 11 Statements regarding computation of earnings per share. 27 Financial Data Schedule (for SEC use only) (b) The Corporation did not file any reports on Form 8-K during the three months ended January 4, 1997. 8 9 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. February 12, 1997 (s) William S. Shropshire, Jr. --------------------------------------- William S. Shropshire, Jr. Executive Vice President, Chief Financial Officer, Secretary and Treasurer 9