1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ F O R M 10-Q For the Quarter Ended March 29, 1997 Commission File Number 1-5315 ------------------------ 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 ------------------------ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes X No ---- ---- ------------------------ As of May 5, 1997, there were 12,761,786 shares of Class A Common Stock and 7,395,615 shares of Class B Common Stock of Springs Industries, Inc. outstanding. ------------------------ There are 23 pages in the sequentially numbered, manually signed original of this report. Page 1 of 23 The Index to Exhibits is on Page 13 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 8 PART II - OTHER INFORMATION - --------------------------- 4. SUBMISSION OF MATTERS TO A VOTE 10 OF SECURITY HOLDERS 6. EXHIBITS 11 SIGNATURES 12 EXHIBIT INDEX 13 -2- 3 PART I ITEM I - FINANCIAL STATEMENTS SPRINGS INDUSTRIES, INC. Consolidated Statement of Operations and Retained Earnings (In thousands except per share data) (Unaudited) THIRTEEN WEEKS ENDED --------------------------- MARCH 29, MARCH 30, 1997 1996 ----------- ----------- OPERATIONS Net sales ........................................ $ 543,009 $ 579,340 Cost and expenses: Cost of goods sold .............................. 446,757 477,755 Selling, general and administrative expenses ........................ 71,032 74,499 Restructuring and realignment expenses ........................... 2,763 - Interest expense ................................ 4,521 7,834 Other income, net ............................... (149) (939) ----------- ----------- Total ......................................... 524,924 559,149 ----------- ----------- Income before income taxes ....................... 18,085 20,191 Income tax provision ............................. 6,874 7,885 ----------- ----------- Net income ...................................... $ 11,211 $ 12,306 =========== =========== Per share: Net income ...................................... $ .55 $ .60 =========== =========== Cash dividends declared: Class A shares .................................. $ .33 $ .33 =========== =========== Class B shares .................................. $ .30 $ .30 =========== =========== Weighted average shares of common stock .................................... 20,471 20,389 =========== =========== RETAINED EARNINGS Retained earnings at beginning of period ..................................... $ 675,533 $ 616,347 Net income ...................................... 11,211 12,306 Cash dividends declared ......................... (6,435) (6,417) ----------- ----------- Retained earnings at end of period ........................................ $ 680,309 $ 622,236 =========== =========== See Notes to Condensed Consolidated Financial Statements. - 3 - 4 SPRINGS INDUSTRIES, INC. Condensed Consolidated Balance Sheet (In thousands except share data) (Unaudited) MARCH 29, DECEMBER 28, 1997 1996 ----------- ----------- ASSETS Current assets: Cash and cash equivalents ................................ $ 1,571 $ 30,719 Accounts receivable ...................................... 357,230 350,830 Inventories .............................................. 380,140 370,896 Other .................................................... 47,046 37,177 ----------- ----------- Total current assets ................................... 785,987 789,622 ----------- ----------- Property, plant and equipment .............................. 1,331,344 1,320,400 Accumulated depreciation ................................. (804,188) (785,836) ----------- ----------- Property, net .......................................... 527,156 534,564 ----------- ----------- Other assets ............................................... 82,464 73,770 ----------- ----------- Total .................................................. $ 1,395,607 $ 1,397,956 =========== =========== LIABILITIES AND SHAREOWNERS' EQUITY Current liabilities: Short-term borrowings .................................... $ 36,800 $ - Current maturities of long-term debt ..................... 6,824 6,921 Accounts payable ......................................... 78,874 103,841 Other accrued liabilities ................................ 123,135 141,727 ----------- ----------- Total current liabilities .............................. 245,633 252,489 ----------- ----------- Noncurrent liabilities: Long-term debt ........................................... 177,180 177,640 Accrued benefits and deferred compensation ............................................ 160,994 160,535 Deferred income taxes and other deferred credits ................................................. 26,048 26,513 ----------- ----------- Total noncurrent liabilities ........................... 364,222 364,688 ----------- ----------- Shareowners' equity: Class A common stock- $.25 par value (12,860,993 and 12,746,374 shares issued in 1997 and 1996, respectively) ................ 3,215 3,187 Class B common stock- $.25 par value (7,395,615 and 7,508,579 shares issued in 1997 and 1996, respectively) ........................ 1,849 1,877 Additional paid-in capital ............................... 110,405 110,352 Retained earnings ........................................ 680,309 675,533 Cost of Class A shares in treasury (103,533 and 106,739 shares in 1997 and 1996, respectively) ........................ (2,323) (2,378) Currency translation adjustment and other ................ (7,703) (7,792) ----------- ----------- Total shareowners' equity .............................. 785,752 780,779 ----------- ----------- Total .................................................. $ 1,395,607 $ 1,397,956 =========== =========== See Notes to Condensed Consolidated Financial Statements. - 4 - 5 SPRINGS INDUSTRIES, INC. Condensed Consolidated Statement of Cash Flows (In thousands) (Unaudited) THIRTEEN WEEKS ENDED --------------------------- MARCH 29, MARCH 30, 1997 1996 ----------- ----------- Operating activities: Net income ............................................... $ 11,211 $ 12,306 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization ........................... 22,721 26,568 Changes in operating assets and liabilities, net of effects of business acquisitions and sale of businesses ..................................... (52,778) (35,658) Other, net .............................................. (4,799) (2,251) Net cash provided (used) by operating ----------- ----------- activities .......................................... (23,645) 965 ----------- ----------- Investing activities: Purchase of property, plant and equipment .............................................. (15,465) (19,549) Business acquisitions .................................... (6,400) (1,900) Other, net ............................................... (7,022) 2,648 ----------- ----------- Net cash used by investing activities................. (28,887) (18,801) ----------- ----------- Financing activities: Proceeds from short-term borrowings, net ................. 36,800 33,600 Proceeds from long-term borrowings ....................... - 2,261 Repayment of long-term debt .............................. (557) (5,645) Cash dividends paid....................................... (12,859) (12,834) ----------- ----------- Net cash provided by financing activities ............ 23,384 17,382 ----------- ----------- Decrease in cash and cash equivalents....................... $ (29,148) $ (454) =========== =========== See Notes to Condensed Consolidated Financial Statements. - 5 - 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Significant Accounting Policies: The accompanying condensed consolidated financial statements should be read in conjunction with the financial statements presented in the Springs Industries, Inc. ("Springs" or "the Company") 1996 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): March 29, Dec. 28, 1997 1996 ----------- ----------- Standard cost (which approximates average cost) or average cost: Finished goods ................................. $ 256,751 $ 242,650 In process ..................................... 186,922 185,307 Raw materials and supplies ..................... 59,919 67,925 ----------- ----------- 503,592 495,882 Less LIFO reserve ............................... (123,452) (124,986) ----------- ----------- Total .......................................... $ 380,140 $ 370,896 =========== =========== 3. Reclassification: Certain prior-year amounts have been reclassified to conform with the 1997 presentation, including classification in net sales of certain promotional costs which were previously included in selling, general and administrative expenses. 4. 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. - 6 - 7 5. Divestiture: On April 17, 1996, the Company sold Clark-Schwebel, Inc., a business in the specialty fabrics segment, for $193 million in cash. During the first quarter of 1996, Clark-Schwebel contributed about 10 percent of Springs' sales of $579.3 million and had record earnings of $10.1 million before interest expense and taxes. 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 expense and taxes. 6. 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 closed three fabric manufacturing plants, added production in other plants, and increased outside purchases of grey fabric. A pretax restructuring charge of $30.4 million was recorded in the second quarter, which included $6.6 million for the 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. Through March 29, 1997, the Company has recorded approximately $6.1 million of actual cash expenditures against the restructuring accrual, which includes $2.4 million of severance expense and $3.7 million for certain other expenses associated with the plan. In addition, the Company has incurred $2.8 million in the current quarter and $6.3 million to date for equipment relocation and other realignment expenses and has made capital investments of $2.3 million related to the plan. Over the next three years, Springs plans to make future capital investments of $15.0 million and incur future expenses of approximately $16.8 million for equipment relocation and other realignment costs which do not qualify as "exit costs." 7. Legal and Environmental: As disclosed in the 1996 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. - 7 - 8 ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS GENERAL 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 closed three fabric manufacturing plants, added production in other plants, and increased outside purchases of grey fabric. A pretax restructuring charge of $30.4 million was recorded in the second quarter, which included $6.6 million for the 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. Through March 29, 1997, the Company has recorded approximately $6.1 million of actual cash expenditures against the restructuring accrual, which includes $2.4 million of severance expense and $3.7 million for certain other expenses associated with the plan. In addition, the Company has incurred $2.8 million in the current quarter and $6.3 million to date for equipment relocation and other realignment expenses and has made capital investments of $2.3 million related to the plan. Over the next three years, Springs plans to make future capital investments of $15.0 million and incur future expenses of approximately $16.8 million for equipment relocation and other realignment costs which do not qualify as "exit costs." On April 17, 1996, the Company sold Clark-Schwebel, Inc., a business in the specialty fabrics segment, for $193 million in cash. During the first quarter of 1996, Clark-Schwebel contributed about 10 percent of Springs' sales of $579.3 million and had record earnings of $10.1 million before interest expense and taxes. 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 expense and taxes. RESULTS OF OPERATIONS Sales Net sales for the first quarter of 1997 were $543.0 million, down 6 percent from the first quarter of 1996. The 1996 figures include results for Clark-Schwebel, Inc. Excluding Clark-Schwebel's sales from the prior year, sales for the quarter increased by 5 percent. The home furnishings segment generated sales growth of 7 percent for the first quarter. The specialty fabrics segment's first-quarter sales were lower than a year ago by 44 percent, primarily due to the sale of Clark-Schwebel. Earnings Net income for the first quarter of 1997 was $11.2 million, or $.55 per share, down about 8 percent from the $.60 per share earned in 1996. Excluding the effect of realignment expenses associated with the restructuring of the fabric manufacturing operations, net income was $12.9 million, or $0.63 per share. In the home furnishings segment, improved volume and margin expansion in bed, bath and window fashions produced a 43 percent increase in operating profit over last year. Excluding the effect of the realignment expenses, operating profit for the home furnishings segment increased 60 percent. The specialty fabrics segment's earnings were lower than the prior year due primarily to the sale of Clark-Schwebel. The sales and earnings of the continuing specialty fabrics businesses were lower than a year ago because of sluggish demand for home-sewing fabrics and fashion apparel fabrics. - 8 - 9 CAPITAL RESOURCES AND LIQUIDITY A normal seasonal increase in working capital since year-end resulted in increased short-term borrowings. The company expects capital expenditures for 1997 to approximate $120 million. These investments will focus on manufacturing equipment, distribution facilities and information systems. Springs believes its 1997 cash needs will be adequately provided from operations and borrowings from commercial paper and committed lines. OTHER Certain prior-year amounts have been reclassified to conform with the 1997 presentation, including classification in net sales of certain promotional costs which were previously included in selling, general and administrative expenses. - 9 - 10 PART II - OTHER INFORMATION ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of the security holders of the Company was held on April 21, 1997. (b) During the annual meeting, the security holders of the Company elected the following directors to hold office until the next annual meeting of the security holders and until a successor is duly elected and qualified: John F. Akers John H. McArthur Crandall Close Bowles Aldo Papone John L. Clendenin Donald S. Perkins Leroy S. Close Robin B. Smith Charles W. Coker Sherwood H. Smith, Jr. Walter Y. Elisha Stewart Turley (c) Description of Matter For Against or Abstentions Voted Upon Withheld (i) Annual election of directors: John F. Akers 40,094,969 72,675 Crandall Close Bowles 40,092,703 74,941 John L. Clendenin 40,096,878 70,766 Leroy S. Close 40,092,093 75,551 Charles W. Coker 40,099,303 68,341 Walter Y. Elisha 40,097,875 69,769 John H. McArthur 40,097,799 69,845 Aldo Papone 40,099,215 69,429 Donald S. Perkins 40,096,219 71,425 Robin B. Smith 40,098,690 68,654 Sherwood H. Smith, Jr. 40,099,187 68,456 Stewart Turley 40,099,253 68,716 (ii) Ratification of the 40,085,912 18,242 63,490 appointment of Deloitte & Touche as the Company's auditors (d) N/A - 10 - 11 ITEM 6 - EXHIBITS The following exhibits are filed as part of this report: (10) Material Contracts-Executive Compensation Plans and Arrangements (a) Supplemental Executive Retirement Plan (27) Financial Data Schedule (for SEC purposes) - 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 Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) DATED: May 12, 1997 - 12 - 13 EXHIBIT INDEX Item Page Number - ---- ----------- (10)(a) Supplemental Executive Retirement Plan as approved by the Board of 14 Directors on October 19, 1996, filed herewith (9 pages) (27) Financial Data Schedule (for SEC purposes) 23 - 13 -