1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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F O R M 10-Q
For the Quarter Ended October 2, 1999 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 9, 1999, there were 10,733,899 shares of Class A Common Stock
and 7,156,663 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
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There are 27 pages in the sequentially numbered, manually signed original of
this report.
The Index to Exhibits is on Page 22
2
TABLE OF CONTENTS TO FORM 10-Q
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PART I - FINANCIAL INFORMATION
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ITEM PAGE
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1. FINANCIAL STATEMENTS 3
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 11
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 18
PART II - OTHER INFORMATION
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ITEM PAGE
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1. LEGAL PROCEEDINGS 19
6. EXHIBITS 20
SIGNATURES 21
EXHIBIT INDEX 22
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PART I - FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Operations
and Retained Earnings
(In thousands except per share amounts)
(Unaudited)
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------ ----------------------------
OCT. 2, OCT. 3, OCT. 2, OCT. 3,
1999 1998 1999 1998
--------- --------- ----------- -----------
OPERATIONS
Net sales................................. $ 562,897 $ 578,312 $ 1,691,806 $ 1,672,130
Cost and expenses:
Cost of goods sold...................... 456,928 479,139 1,384,327 1,378,075
Selling, general and
administrative expenses............... 69,644 65,134 209,468 202,755
Provision for uncollectible
accounts.............................. 1,935 3,279 6,306 15,389
Restructuring and realign-
ment expenses (income)................ -- (4,471) -- 21,619
Impairment charge....................... -- 4,783 -- 4,783
Year 2000 expenses...................... 129 2,096 844 5,847
Interest expense........................ 6,741 6,741 19,631 18,799
Other income, net....................... (1,506) (12,962) (3,818) (13,586)
--------- --------- ----------- -----------
Total................................... 533,871 543,739 1,616,758 1,633,681
--------- --------- ----------- -----------
Income before income taxes................ 29,026 34,573 75,048 38,449
Income tax provision...................... 11,038 12,751 28,522 14,225
--------- --------- ----------- -----------
Net income............................. $ 17,988 $ 21,822 $ 46,526 $ 24,224
========= ========= =========== ===========
Basic earnings per common
share.................................... $ 1.01 $ 1.20 $ 2.61 $ 1.29
========= ========= =========== ===========
Diluted earnings per common
share.................................... $ .99 $ 1.19 $ 2.56 $ 1.26
========= ========= =========== ===========
Cash dividends declared per
common share:
Class A common shares.................... $ .33 $ .33 $ .99 $ .99
========= ========= =========== ===========
Class B common shares.................... $ .30 $ .30 $ .90 $ .90
========= ========= =========== ===========
Basic weighted-average
common shares outstanding................. 17,878 18,125 17,858 18,790
Dilutive effect of stock-
based compensation awards................. 318 229 293 416
--------- --------- ----------- -----------
Diluted weighted-average
common shares outstanding................. 18,196 18,354 18,151 19,206
========= ========= =========== ===========
RETAINED EARNINGS
Retained earnings at
beginning of period...................... $ 649,126 $ 634,296 $ 631,943 $ 701,354
Net income 17,988 21,822 46,526 24,224
Repurchase of Class A
common shares............................ -- (25,323) -- (82,576)
Cash dividends declared................... (5,684) (5,761) (17,039) (17,968)
--------- --------- ----------- -----------
Retained earnings at end of
period................................... $ 661,430 $ 625,034 $ 661,430 $ 625,034
========= ========= =========== ===========
See Notes to Condensed Consolidated Financial Statements.
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SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands except share data)
(Unaudited)
OCT. 2, JANUARY 2,
1999 1999
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents........................... $ 479 $ 48,127
Accounts receivable, net............................ 331,771 275,144
Inventories, net.................................... 436,953 387,988
Other............................................... 38,273 75,917
----------- -----------
Total current assets.............................. 807,476 787,176
----------- -----------
Property, plant and equipment......................... 1,424,203 1,350,223
Accumulated depreciation............................ (812,714) (794,827)
----------- -----------
Property, plant and equipment, net................ 611,489 555,396
----------- -----------
Other assets.......................................... 122,070 92,760
----------- -----------
Total............................................. $ 1,541,035 $ 1,435,332
=========== ===========
LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
Short-term borrowings............................... $ 37,150 $ --
Current maturities of long-term debt................ 21,171 21,313
Accounts payable.................................... 98,004 104,796
Other accrued liabilities........................... 130,033 106,158
----------- -----------
Total current liabilities......................... 286,358 232,267
----------- -----------
Noncurrent liabilities:
Long-term debt...................................... 277,921 267,991
Accrued benefits and deferred
compensation....................................... 178,186 179,885
Other............................................... 42,237 31,073
----------- -----------
Total noncurrent liabilities...................... 498,344 478,949
----------- -----------
Shareowners' equity:
Class A common stock- $.25 par value
(10,721,612 and 10,728,594 shares
issued in 1999 and 1998, respectively)............ 2,704 2,682
Class B common stock- $.25 par value
(7,156,663 and 7,196,864 shares issued and
outstanding in 1999 and 1998, respectively)....... 1,789 1,799
Additional paid-in capital.......................... 102,461 100,446
Retained earnings................................... 661,430 631,943
Cost of Class A common shares in treasury
(96,290 and 98,313 shares in 1999
and 1998, respectively)........................... (2,191) (2,230)
Accumulated other comprehensive loss................ (9,860) (10,524)
----------- -----------
Total shareowners' equity......................... 756,333 724,116
----------- -----------
Total............................................. $ 1,541,035 $ 1,435,332
=========== ===========
See Notes to Condensed Consolidated Financial Statements.
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SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
THIRTY-NINE WEEKS ENDED
---------------------------------
OCT. 2, OCT. 3,
1999 1998
----------- -----------
Operating activities:
Net income.......................................... $ 46,526 $ 24,224
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization...................... 74,944 66,428
Provision for restructuring costs - 15,896
Provision for uncollectible receivables............ 6,306 15,389
Gains on sales of business and investment - (11,109)
Gains on disposals of property, plant and
Equipment........................................ (3,602) (3,653)
Impairment charge - 4,783
Changes in working capital, net (85,388) (49,992)
Other, net......................................... (6,445) (1,334)
--------- ---------
Net cash provided by operating
Activities.................................... 32,341 60,632
--------- ---------
Investing activities:
Purchases of property, plant and
Equipment......................................... (124,387) (89,830)
Proceeds from sales of property, plant and
Equipment......................................... 32,222 5,942
Proceeds from sales of businesses................... 36,094 14,950
Business acquisitions and other investments ........ (52,298)
Principal collected on notes receivable, net ....... 6,853 5,642
--------- ---------
Net cash used by investing activities........... (101,516) (63,296)
--------- ---------
Financing activities:
Short-term borrowings, net.......................... 35,929 4,750
Borrowings on revolving credit agreements........... 70,000 -
Repayments of revolving credit agreements .......... (45,000) -
Proceeds from long-term debt ....................... - 125,000
Repayments of long-term debt........................ (17,954) (10,452)
Repurchase of Class A common shares................. - (93,624)
Proceeds from exercise of stock options ............ 1,258 1,876
Cash dividends paid ................................ (22,706) (24,317)
--------- ---------
Net cash provided by financing activities ...... 21,527 3,233
--------- ---------
Increase (decrease) in cash and cash equivalents ..... (47,648) 569
Cash and cash equivalents at beginning of period ...... 48,127 373
--------- ---------
Cash and cash equivalents at end of period ............ $ 479 $ 942
========= =========
See Notes to Condensed Consolidated Financial Statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies:
The accompanying unaudited, condensed, consolidated 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. In the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation have been included. Operating results for the three-month
and nine-month periods ended October 2, 1999, are not necessarily
indicative of the results that may be expected for the year ending
January 1, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the annual
report on Form 10-K for the year ended January 2, 1999 (the "1998
Annual Report") of Springs Industries, Inc. ("Springs" or the
"Company").
Use of Estimates: Preparation of the Company's condensed consolidated
financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities, disclosures relating to contingent assets and
liabilities, and the reported amounts of revenues and expenses. Actual
results could differ from those estimates.
Reclassifications: Certain prior year amounts have been reclassified
to conform with the 1999 presentation.
Recently Issued Accounting Standards: In June 1998, the Financial
Accounting Standards Board ("FASB") issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
statement establishes accounting and reporting standards for
derivative instruments and hedging activities. In June 1999, the FASB
deferred the effective date of the provisions of Statement No. 133 to
all fiscal quarters of all fiscal years beginning after June 15, 2000.
The Company will be required to adopt this standard for its 2001
fiscal year, and has not determined the impact of this standard on its
financial position, results of operations, or cash flows.
2. Accounts Receivable:
The Company's reserve for doubtful accounts was $14.8 million at
October 2, 1999, compared to $11.7 million at January 2, 1999. The
increase in the reserve for doubtful accounts reflects a year-to-date
provision for doubtful accounts of $6.3 million and net write-offs of
approximately $3.2 million for previously reserved accounts.
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3. Inventories:
Inventories are valued at the lower of cost or market and are
summarized as follows: (in thousands)
October 2, January 2,
1999 1999
---------- ----------
Standard cost (which approximates
average cost) or average cost:
Finished goods....................... $ 313,059 $ 267,143
In process........................... 166,868 171,438
Raw materials and supplies........... 54,721 54,965
--------- ---------
534,648 493,546
Less LIFO reserve...................... (97,695) (105,558)
--------- ---------
Total $ 436,953 $ 387,988
========= =========
4. Property:
In August 1999, the Company sold its New York City office building for
$29.5 million and leased back a portion of the building for a ten-year
term. The result of the sale-leaseback was the recognition of a $1.5
million pretax gain and the deferral of an additional $17.8 million
pretax gain, which will be amortized over the operating lease term.
Future scheduled minimum lease payments under the operating lease for
the above property are as follows: (in thousands)
1999 $ 817
2000 2,500
2001 2,500
2002 2,500
2003 2,500
2004 2,434
Thereafter 10,747
-------
Total minimum lease payments $23,998
=======
5. Restructuring and Realignment Costs:
1996 Restructuring
As described in the Company's 1998 Annual Report, a restructuring plan
was adopted in the second quarter of 1996 to consolidate and realign
the Company's fabric manufacturing operations. The restructuring plan
was completed during the fourth quarter of 1998. For additional
information, see RESTRUCTURING AND REALIGNMENT COSTS under
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
1998 Restructuring
As described in the Company's 1998 Annual Report, a restructuring plan
was adopted in the first quarter of 1998 to close one of its
facilities, the Rock Hill Printing and Finishing Plant. This
restructuring plan was completed during the fourth quarter of 1998.
For additional information, see RESTRUCTURING AND REALIGNMENT COSTS
under MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
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6. Acquisitions and Divestitures:
On January 5, 1999, the Company acquired the remaining 50 percent
interest in American Fiber Industries, LLC ("AFI"), a manufacturer and
distributor of bed pillows, mattress pads, down comforters and
comforter accessories. Springs acquired its original 50 percent
interest in AFI in February 1997 and had been accounting for the
original investment under the equity method.
The purchase price for the remaining interest totaled approximately
$15 million. Through the end of the third quarter of 1999, the Company
has paid approximately $13 million of the purchase price. A final
payment of $2 million is due on January 1, 2000. The Company has
accounted for the remaining interest as a step-acquisition in
accordance with APB Opinion No. 16, "Business Combinations" ("APB 16")
whereby the purchase price was allocated to the assets acquired and to
the liabilities assumed based on 50 percent of their estimated fair
value on the date of acquisition. In addition, AFI's operating results
have been included in the Company's consolidated financial statements
beginning as of the January 5, 1999 acquisition date.
On January 23, 1999, the Company acquired Regal Rugs, Inc. ("Regal"),
a subsidiary of Readicut International plc. Regal manufactures bath
and accent rugs for sale to department and specialty stores, national
chain stores, and catalog retailers. The purchase price was
approximately $35 million. The acquisition was accounted for as a
purchase in accordance with APB 16, and Regal's operating results have
been included in the Company's consolidated financial statements
beginning as of the acquisition date. The purchase price was allocated
to the assets acquired and to the liabilities assumed based on their
estimated fair market value at the date of acquisition.
The excess of the purchase price over the fair value of net assets
acquired, which totaled $34.5 million for both acquisitions, has been
recorded as goodwill and is being amortized on a straight-line basis
over 20 years.
During the second half of 1998, the Company sold its UltraSuede
business and certain related assets of the UltraFabrics division, its
Industrial Products division, and the net assets of the Company's
Springfield division. Effective March 31, 1999, the Company sold its
UltraLeather business, the remaining portion of the UltraFabrics
division. First-quarter 1999 sales and pretax operating profit before
unusual items of the UltraLeather business were not material. The
combined sales and pretax operating profit before unusual items
included in the Company's third quarter 1998 results for these divested
businesses were $37.8 million and $3.8 million, respectively. The
operating results for the nine-month period ended October 3, 1998,
included sales and pretax operating profit before unusual items related
to these businesses of $129.7 million and $11.9 million, respectively.
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7. Accrued Benefits and Deferred Compensation:
The long-term portion of accrued benefits and deferred compensation
was comprised of the following: (in thousands)
October 2, January 2,
1999 1999
---------- ----------
Postretirement medical benefit obligation $ 62,686 $ 65,060
Deferred compensation 68,091 66,640
Other employee benefit obligations 47,409 48,185
-------- --------
$178,186 $179,885
======== ========
8. Comprehensive Income:
Comprehensive income was $47.2 million and $21.6 million for the
nine-month periods ended October 2, 1999, and October 3, 1998,
respectively. Net income differed from comprehensive income primarily
as a result of foreign currency translation adjustments.
9. Contingencies:
As disclosed in its 1998 Annual Report, Springs is involved in certain
administrative proceedings governed by environmental laws and
regulations, including proceedings under the Comprehensive
Environmental Response, Compensation, and Liability Act. The Company
estimates the range of possible losses in connection with these
proceedings to be between $8 million and $13 million and has accrued
an undiscounted liability of approximately $10 million as of October
2, 1999, which represents management's best estimate of Springs'
probable liability concerning all known environmental matters.
Springs is also involved in various 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.
10. Reportable Segment Information:
In connection with the Company's recent divestitures described in Note
6 above, Springs realigned its organizational structure during the
first quarter of 1999 to reflect the Company's strategic focus on the
home furnishings market, resulting in one reportable segment. The home
furnishings segment's operating results have been restated to include
the Company's Retail and Specialty Fabrics unit's operating results,
which were previously included in the specialty fabrics segment.
The home furnishings segment offers a variety of products including
sheets, pillowcases, bedspreads, comforters, bed pillows, mattress
pads, infant and toddler bedding, shower curtains, accent and bath
rugs, towels, other bath fashion accessories, home-sewing fabrics,
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draperies, drapery hardware, and decorative window furnishings. The
operating results of the recently divested specialty fabrics
businesses are included in the "other" category for the prior year.
The Company evaluates the segment's performance based on profit or
loss from operations before income taxes, unusual items, interest
expense, and other income, net. Its principal markets and operations
are in North America.
Based on the current organizational structure, sales and profit from
operations before unusual items for the home furnishings segment are
as follows: (in millions)
Three Months Ended Nine Months Ended
----------------------- -------------------------
Oct. 2, Oct. 3, Oct. 2, Oct. 3,
1999 1998 1999 1998
------- -------- -------- --------
Trade sales:
Home furnishings.................. $562.9 $ 540.5 $1,691.8 $1,542.4
Other............................. - 37.8 - 129.7
------ -------- -------- --------
Total............................. $562.9 $ 578.3 $1,691.8 $1,672.1
====== ======== ======== ========
Profit from operations before
unusual items:
Home furnishings.................. $ 34.3 $ 26.9 $ 91.6 $ 63.9
Other............................. - 3.8 - 11.9
------ -------- -------- --------
Total............................. 34.3 30.7 91.6 75.8
Restructuring and realignment
expenses (income) (1)............ - (4.5) - 21.6
Impairment charge (1)............. - 4.8 - 4.8
Year 2000 expenses (1) ........... 0.1 2.1 0.8 5.8
Interest expense.................. 6.7 6.7 19.6 18.8
Other income, net................. (1.5) (13.0) (3.8) (13.6)
------ -------- -------- --------
Income before income taxes........ $ 29.0 $ 34.6 $ 75.0 $ 38.4
====== ======== ======== ========
(1) Restructuring and realignment expenses (income), an impairment
charge, and Year 2000 expenses of $2.3 million and $31.9
million were charged to the home furnishings segment during
the three-month and nine-month periods ended October 3, 1998,
respectively.
Total assets for the home furnishings segment were $1,541.0 million
and $1,396.4 million at October 2, 1999, and January 2, 1999,
respectively.
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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
In connection with the Company's recent divestiture of four of its specialty
fabrics businesses, including its UltraFabrics Division in March 1999, Springs
realigned its organizational structure during the first quarter of 1999 to
reflect the Company's strategic focus on the home furnishings market, resulting
in one reportable segment. The home furnishings segment's operating results
have been restated to include the Company's Retail and Specialty Fabrics unit's
operating results, which were previously included in the specialty fabrics
segment. The home furnishings segment offers a variety of products including
sheets, pillowcases, bedspreads, comforters, infant and toddler bedding, shower
curtains, accent and bath rugs, towels, other bath fashion accessories,
homesewing fabrics, draperies, drapery hardware, and decorative window
furnishings.
During the first quarter of 1999, the Company acquired two home furnishings
businesses. On January 5, 1999, the Company acquired the remaining 50 percent
interest in American Fiber Industries, LLC ("AFI"), a manufacturer and
distributor of bed pillows, mattress pads, down comforters and comforter
accessories. The purchase price of the remaining interest totaled approximately
$15 million. Through the end of the third quarter of 1999, the Company has paid
approximately $13 million of the purchase price. A final payment of $2 million
is due on January 1, 2000. The Company has accounted for the remaining interest
as a purchase and AFI's operating results have been included in the Company's
consolidated financial statements beginning as of the January 5, 1999
acquisition date. On January 23, 1999, the Company acquired Regal Rugs, Inc.
("Regal"). Regal manufactures bath and accent rugs for sale to department and
specialty stores, national chain stores, and catalog retailers. The purchase
price was approximately $35 million. The acquisition was accounted for as a
purchase and Regal's operating results have been included in the Company's
consolidated financial statements beginning as of the acquisition date.
RESULTS OF OPERATIONS
Sales
Net sales for the third quarter of 1999 were $562.9 million, down 2.7 percent
from the third quarter of 1998. This decrease in sales was principally
attributable to the loss of revenues from the divested specialty fabrics
businesses. Excluding the 1998 sales of the divested specialty fabrics
businesses, net sales for the third quarter of 1999 increased 4.1 percent over
the third quarter of the prior year. This sales growth includes the
contributions from the Company's 1999 acquisitions of Regal and AFI, as well as
higher sales to mass merchants and specialty stores. The sales growth was
partially offset by continued weakness in demand for certain licensed juvenile
products and reduced sales of institutional bedding as a result of competitive
market conditions and of institutional towels as a result of temporary
manufacturing disruptions relating to the Company's terry modernization program.
During the first nine months of 1999, net sales were $1.692 billion, up 1.2
percent from a year ago. Excluding the sales of the divested specialty fabrics
businesses for the first nine months of 1998, net sales increased 10 percent.
The year-to-date change over the prior year reflects higher sales volume
associated with new programs brought to market during the first quarter of
1999, as well as the third quarter items discussed above.
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Earnings
Net income for the third quarter was $18.0 million, or $0.99 per diluted share,
compared to last year's $21.8 million, or $1.19 per diluted share.
Third-quarter 1999 net income before unusual items was $18.1 million, or $0.99
per diluted share, compared to $14.7 million, or $0.80 per diluted share, a
year ago. The only unusual item in the third quarter of 1999 consisted of Year
2000 expenses, net of taxes, of $0.1 million. Third-quarter 1998 earnings
included $7.1 million of income, net of taxes, from unusual items. The
after-tax impact of those unusual items was comprised of realignment expenses
of $1.1 million associated with the Company's restructuring of its fabric
manufacturing operations and the closing of its Rock Hill Printing and
Finishing facility, income of $3.9 million from the reversal of previously
accrued restructuring costs related to the Rock Hill facility, a write-down of
$3.0 million recorded in connection with the Company's decision to close a
terry towel manufacturing facility, Year 2000 expenses of $1.3 million, and an
aggregate gain of $8.6 million on the Company's sale of its UltraSuede business
and its Rock Hill facility. For additional information, see RESTRUCTURING AND
REALIGNMENT COSTS and YEAR 2000 COMPUTER ISSUE.
Third-quarter pretax operating profits before unusual items increased to $34.4
million in 1999 from $30.8 million in 1998. Excluding the 1998 earnings from
the divested specialty fabrics businesses and a 1998 third-quarter $5.4 million
pretax ($3.3 million after-tax) charge for employee severance related to
cost-reduction initiatives, the Company's pretax operating profits before
unusual items for the third quarter of 1999 increased $1.9 million over the
comparable period in 1998. This increase was attributable principally to
earnings from higher sales to mass merchants and specialty stores,
contributions from Regal and AFI, and improved margins from cost reduction
initiatives. The earnings growth for the quarter was offset by the decline in
sales volume for certain licensed juvenile products and competitive pricing for
institutional bedding and the effects of the temporary terry manufacturing
disruptions previously described.
Net income for the first nine months of 1999 was $46.5 million, or $2.56 per
diluted share, compared to last year's $24.2 million, or $1.26 per diluted
share for the comparable period. Before unusual items, the first nine months
generated net income of $47.0 million, or $2.59 per diluted share in 1999
compared to $35.6 million, or $1.85 per diluted share, in 1998. The only
unusual item during the first nine months of 1999 consisted of Year 2000
expenses of $0.5 million, net of taxes. In addition to the 1998 third-quarter
unusual items discussed above, unusual items in the first and second quarters
of 1998 consisted of Year 2000 expenses and restructuring and realignment costs
of $18.5 million, after-tax.
In the first nine months of 1999, pretax operating profits before unusual items
were $91.7 million compared to $75.9 million in 1998. In addition to the
third-quarter employee severance expense previously discussed, 1998 earnings
included a $7.5 million pretax ($4.7 million after-tax) charge in the second
quarter of 1998 for uncollectible amounts receivable from certain of the
Company's window fashions customers. Before the severance expense, bad debt
charge and the earnings from divested specialty fabrics businesses, pretax
operating profits before unusual items were $14.2 million higher in the first
nine months of 1999 than the same period in 1998. This increase in operating
profits reflects earnings from acquired businesses and increased sales to mass
merchants and specialty stores and improved margins resulting from cost
reduction initiatives.
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During the third quarter of 1999, the Company sold its New York City office
building for $29.5 million and leased back a portion of the building for a
ten-year term. The result of the sale-leaseback was a pretax gain of $1.5
million ($0.9 million after-tax) recorded in other income, and the deferral of
an additional $17.8 million pretax gain, which will be amortized over the
operating lease term.
Included in other income for the three- and nine-month periods ended October 3,
1998, were an $11.1 million pretax gain on the sale of the Company's UltraSuede
business, previously part of the Company's specialty fabrics segment, and a
$2.8 million pretax gain on the sale of the Company's Rock Hill Printing and
Finishing facility.
RESTRUCTURING AND REALIGNMENT COSTS
1996 Restructuring
As described in the Company's 1998 Annual Report, a restructuring plan
was adopted in the second quarter of 1996 to consolidate and realign the
Company's fabric manufacturing operations. The plan benefited operating results
by reducing the volume of linear yards and second-quality units produced, by
reducing the complexity of the finishing process, and by increasing
manufacturing flexibility with respect to the use of finished roll stock. The
restructuring plan was completed during the fourth quarter of 1998.
During the second quarter of 1998, the severance accrual related to the 1996
plan was reduced by $0.9 million due to lower-than-projected average severance
expense per associate. In addition, during the three-month and nine-month
periods ended October 3, 1998, the Company incurred realignment expenses of
$1.1 million and $4.7 million, respectively, for equipment relocation and other
expenses related to the 1996 plan. These expenses did not qualify as "exit
costs" as defined by Emerging Issues Task Force Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (Including Certain Costs Incurred in a Restructuring)."
1998 Restructuring
As described in the Company's 1998 Annual Report, a restructuring plan was
adopted in the first quarter of 1998 to close one of its facilities, the Rock
Hill Printing and Finishing Plant. At that time, the Company recorded a pretax
charge of $23.0 million, which consisted of an $11.3 million write-off of plant
and equipment, a $4.0 million accrual for anticipated severance costs arising
from the elimination of approximately 480 positions, and a $7.7 million accrual
primarily for idle plant costs, demolition costs, and costs associated with a
defined benefit plan. This restructuring plan resulted in lower product costs
and better utilization of existing capacity in other facilities.
During the three-month and nine-month periods ended October 3, 1998, the
Company incurred expenses of $0.5 million and $1.0 million, respectively, for
equipment relocation and other realignment expenses related to the plan which
did not qualify as "exit costs" as defined by Emerging Issues Task Force Issue
No. 94-3.
The restructuring plan was completed during the fourth quarter of 1998. Springs
reduced the severance accrual in the third quarter of 1998 due to
lower-than-projected average severance expense per associate. In addition, the
accrual for other expenses was reduced in the third quarter of 1998, primarily
as a result of
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lower-than-projected costs associated with a defined benefit plan and the
unexpected sale on September 25, 1998, of the Rock Hill facility. As a result
of the sale, the Company reversed accruals relating to idle plant costs and
demolition costs of approximately $4.3 million in the third quarter of 1998.
CAPITAL RESOURCES AND LIQUIDITY
The Company expects capital expenditures for 1999 to approximate $170 million.
Management believes that cash flow from operations, cash received from
completed sales of assets and businesses, and borrowings from committed bank
lines, commercial paper and available short-term credit facilities will
adequately provide for the Company's cash needs during 1999.
YEAR 2000 COMPUTER ISSUE
Overview
The "Year 2000 Computer Issue" arises because many computer programs use only
two digits to refer to a year. If uncorrected, these computer programs may not
be able to distinguish between the years 1900 and 2000 and consequently may
fail to operate or may produce unpredictable results.
Springs has been addressing the Year 2000 Computer Issue within its information
technology and non-information technology systems through a Company-wide Year
2000 Project. Non-information technology systems typically include embedded
technology such as computer chips within manufacturing equipment and building
security systems. (Information technology and non-information technology
systems are hereinafter referred to as "information systems.") The Company's
Year 2000 Project commenced in 1996 and is directed by an internal Program
Management Office. In general, Springs' Year 2000 Project has been substantially
completed except for routine testing and continued tracking of readiness by
trading partners.
In addition, in 1993, the Company began a series of capital investment projects
to improve internal operations and customer service by consolidating and
replacing certain information systems. As part of these capital projects, the
Company has replaced certain older, non-compliant information systems
with Year 2000 compliant information systems. All of these capital projects
have been completed.
Year 2000 Project
The Company organized its Year 2000 Project into six broad phases: (1)
development of a Company-wide inventory of information systems, (2) development
of Company-wide standards, processes and guidelines for remediation, testing
and certification, (3) remediation, (4) testing, (5) certification, and (6)
development of contingency plans, as necessary. The Company will certify an
information system as Year 2000 compliant only after the information system
satisfies the Company's established test criteria. The Company completed the
inventory of its information systems in 1997. The Company divided the
remediation of information systems which would not be replaced through a
capital project into two major efforts (business applications and process logic
controllers) and also undertook a project to contact certain key trading
partners.
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(a) Business Applications: This project addresses all Company business
applications, such as general ledger, accounts receivable, order fulfillment
and payroll, and the technical infrastructure which supports them. As of
October 2, 1999, the Company has certified 100 percent of its business
applications' lines of code as Year 2000 compliant.
(b) Process Logic Controllers: This project addresses the hardware,
software and associated embedded chips that are used in the operation of all
facilities and manufacturing equipment used by the Company. As of October 2,
1999, the Company has completed the planned remediation or replacement of all
but two of the Company's process logic controllers. The Company will replace
these two non-compliant process logic controllers during the fourth quarter of
1999.
(c) Trading Partners: This project involves identifying critical
vendors and customers and communicating with them about their compliance status
and plans. The Company contacted all trading partners with which it does over
$100,000 in business annually, all electronic data interchange trading
partners, any other critical trading partner that did not otherwise meet the
criteria, and all utilities which serve the Company in order to request written
information regarding each trading partner's Year 2000 compliance status. The
Company has been receiving written responses which indicate whether its trading
partners are or plan to become Year 2000 compliant. While the Company is aware
that these written responses may not accurately represent the Year 2000
compliance status of its trading partners, the Company believes, based on these
responses and on additional communications, that no critical trading partner
has a Year 2000 compliance issue that will materially impact the Company's
results of operations, liquidity or capital resources. The Company is
continuing to follow up with its trading partners and to develop contingency
plans as necessary.
Costs
The total cost of the Company's Year 2000 Project is not expected to be
material to the Company's financial position. The Company presently expects to
incur less than $12 million of pretax expense in connection with its Year 2000
Project. Approximately $2.8 million of pretax expense was incurred in 1997, the
first year in which the Company incurred Year 2000 expenses, and approximately
$7.1 million was incurred during 1998. Year 2000 expenses were $0.1 million for
the quarter and $0.8 million for the nine-month period ended October 2, 1999.
The funds to finalize the Year 2000 Project are expected to be provided from
cash flow from operations.
Risks
Because of the numerous uncertainties inherent in the Year 2000 Computer Issue,
the Company cannot ensure, despite its ongoing communications with its trading
partners, that its most important suppliers and customers will be Year 2000
compliant on time. The failure of critical suppliers or customers
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to timely correct their Year 2000 Computer Issues could materially and
adversely affect the Company's operations and financial condition, even
resulting in interruption of normal business operations. The Company has
developed a contingency plan to continue transacting business with electronic
data interchange trading partners who do not implement the Year 2000 version of
the electronic data interchange software. The Company has not completed written
contingency plans for the complete business failure of any of its key trading
partners. At this point, any such failure appears to be unlikely. The Company
believes it would be able to identify alternative raw materials suppliers in
the event a critical supplier could not supply raw materials to the Company
because of a Year 2000 problem.
In general, all Year 2000 Projects are substantially complete. Further testing
and trading partner communications will continue through the end of the year.
The Company will continue to monitor Year 2000 Computer Issues, and will develop
contingency plans if required.
The Company has prepared contingency plans, as necessary, to address the
possibility of information systems failures at its facilities and will continue
to evaluate the need to prepare additional contingency plans.
At this point, the Company cannot determine whether any other contingency plans
are necessary or whether any such plan could completely alleviate the risk to
the Company of its own or a key trading partner's failure to timely become Year
2000 compliant. The lack of Year 2000 compliance by electrical and water
utilities, telecommunications providers, financial institutions, government
agencies or other providers of general infrastructure which are outside of the
Company's control could, in some geographic areas, prohibit the Company from
carrying out normal operations.
Forward-looking statements contained in this Year 2000 Computer Issue section
should be read in conjunction with the Company's disclosures under the heading
"FORWARD LOOKING INFORMATION" beginning on page 17.
MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS
Interest Rate Risk: Springs is exposed to interest rate volatility with regard
to existing issuances of variable rate debt. The Company uses interest rate
swaps to reduce interest rate volatility and funding costs associated with
certain debt issues and to achieve a desired proportion of variable versus
fixed-rate debt, based on current and projected market conditions. The fair
value of the Company's derivative financial instruments and other financial
instruments that are sensitive to changes in interest rates, including interest
rate swaps and debt obligations, has not changed materially at October 2, 1999,
relative to the fair value of such instruments at January 2, 1999.
Commodity Price Risk: The Company is exposed to price fluctuations related to
anticipated purchases of certain raw materials, primarily cotton fiber. Springs
uses a combination of forward delivery contracts and exchange-traded futures
contracts, consistent with the volume of its consumption of such raw materials,
to reduce the
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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. The fair value of futures contracts held at October 2, 1999,
was not material, and near-term changes in commodity prices are not expected to
have a material impact on the Company's future earnings or cash flows.
NEW PRONOUNCEMENTS
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments and hedging activities. In June
1999, the FASB deferred the effective date of the provisions of Statement No.
133 to all fiscal quarters of all fiscal years beginning after June 15, 2000.
The Company will be required to adopt this standard for its 2001 fiscal year,
and has not determined the impact of this standard on its financial position,
results of operations, or cash flows.
FORWARD LOOKING INFORMATION
This Form 10-Q report contains forward-looking statements that are based on
management's expectations, estimates, projections, and assumptions. Words such
as "expects," "believes," "estimates," and variations of such words and similar
expressions are intended to identify such forward-looking statements which
include but are not limited to projections of expenditures, savings, completion
dates, cash flows, and operating performance. Such forward-looking statements
are made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are not guaranties of future
performance; instead, they relate to situations with respect to which certain
risks and uncertainties are difficult to predict. Actual future results and
trends, therefore, may differ materially from what is forecasted or predicted
in forward-looking statements due to a variety of factors, including: the
ability of the Company and its suppliers and customers to bring their
information systems to readiness for the Year 2000; the public and political
influence on the resolution of issues described in Part II, Item 1; the health
of the retail economy in general, competitive conditions, and demand for the
Company's products; progress toward the Company's cost-reduction goals;
unanticipated natural disasters; legal proceedings; labor matters; and the
availability and price of raw materials which could be affected by weather,
disease, energy costs, or other factors.
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ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is incorporated by reference from this
Form 10-Q under the caption "Market Risk Sensitive Instruments and Positions"
of Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations."
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PART II - OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS
The Company operates a towel finishing plant in Griffin, Georgia, which
discharges treated wastewater into a creek located near the plant. Because the
plant is unable to meet its National Pollutant Discharge Elimination System
("NPDES") permit for the discharge, the Company negotiated a consent order in
1997 with the Georgia Environmental Protection Division ("EPD").
The consent order requires the Company to achieve compliance by December 6,
1999. This deadline was established by the Environmental Protection Agency
("EPA") in connection with a decision by the Federal District Court, Northern
District of Georgia, involving parties other than the Company. The Company
developed alternative methods for achieving compliance with the NPDES
requirements. The Company has determined, however, that, because of regulatory
constraints, compliance cannot be achieved by December 6, 1999. The Company
believes EPD, with concurrence from EPA, will take action that will allow the
Company to continue operating the plant after December 6, 1999, on a temporary
basis until EPD has completed regulatory proceedings that will allow a new or
modified permit to be issued. In connection with this process, it is possible
that the EPD or EPA could impose sanctions in excess of $100,000.
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ITEM 6 - EXHIBITS
The following exhibits are filed as part of this report:
(10) Material Contracts
(27) Financial Data Schedule - (for SEC purposes)
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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/Jeffrey A. Atkins
------------------------------
Jeffrey A. Atkins
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
DATED: November 16, 1999
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EXHIBIT INDEX
Item Page No.
(10) Material Contracts
(a) Form of stock option agreement used in 23
conjunction with option grants under
the 1999 Incentive Stock Plan - beginning
August 1999.
(27) Financial Data Schedule (for SEC purposes) 27
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