UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JULY 4, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________________ to Commission file number 1-8016 TULTEX CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-0367896 - -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 101 Commonwealth Boulevard, P. O. Box 5191, Martinsville, Virginia 24115 - ------------------------------------------------------------------ ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 540-632-2961 ------------ (Former name, former address and former fiscal year, if changed since last report) 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 of the issuer's classes of common stock as of the latest practicable date. 29,915,088 shares of Common Stock, $1 par value, as of August 17, 1998 2 PART I. FINANCIAL INFORMATION ITEM 1. TULTEX CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED - $000'S OMITTED EXCEPT IN SHARES AND PER SHARE DATA) JULY 4, 1998 (AND JULY 5, 1997) THREE MONTHS ENDED SIX MONTHS ENDED -------------------------------------------- JULY 4, July 5, July 4, July 5, 1998 1997 1998 1997 -------- --------- --------- --------- Net Sales and Other Income $132,911 $ 148,117 $ 233,184 $ 247,747 -------- --------- --------- --------- Costs and Expenses: Cost of Products Sold 103,867 115,171 179,673 189,052 Depreciation 5,064 5,092 10,212 10,184 Selling, General and Administrative 21,760 19,562 45,376 41,718 Loss on Sale of Subsidiaries 16,304 - 16,304 - Interest 8,133 6,889 15,041 12,342 -------- --------- -------- -------- Total Costs and Expenses 155,128 146,714 266,606 253,296 -------- --------- -------- -------- Income (Loss) Before Income Taxes (22,217) 1,403 (33,422) (5,549) Benefit (Provision) for Income Taxes (Note 3) 8,665 (553) 13,035 2,164 -------- --------- -------- -------- NET INCOME (LOSS) (13,552) 850 (20,387) (3,385) Preferred Dividend Requirement (Note 4) (147) (237) (294) (521) -------- --------- -------- -------- Balance Applicable to Common Stock $(13,699) $ 613 $(20,681) $ (3,906) ======== ========= ======== ======== Weighted Average Common Shares Outstanding - Basic 29,885,088 29,978,823 29,883,189 29,679,919 Weighted Average Common Shares Outstanding - Diluted 29,885,088 30,093,679 29,883,189 29,679,919 NET INCOME (LOSS) PER COMMON SHARE BASIC $ (.46) $ .02 $ (.69) $ (.13) DILUTED $ (.46) $ .02 $ (.69) $ (.13) Dividends Per Common Share (Note 4) $ .00 $ .00 $ .00 $ .00 3 TULTEX CORPORATION CONSOLIDATED BALANCE SHEET (UNAUDITED - $000'S OMITTED) JULY 4, 1998 (AND JANUARY 3, 1998) JULY 4, January 3, Assets 1998 1998 - ------ ---- ---- Current Assets: Cash $ 2,100 $ 2,507 Accounts Receivable - Net of Allowances for Doubtful Accounts $4,106 (1998) and $4,205 (1997) 117,983 123,315 Inventories (Note 2) 261,982 199,855 Prepaid Expenses 11,323 9,290 Income Taxes Refundable (Note 3) 16,543 2,696 ---------- ------------ Total Current Assets 409,931 337,663 Property, Plant and Equipment, Net of Depreciation 136,983 142,851 Intangible Assets 48,210 44,190 Other Assets 10,540 13,522 ---------- ------------ Total Assets $ 605,664 $ 538,226 ========== ============ Liabilities and Stockholders' Equity Current Liabilities: Notes Payable to Banks $ 5,000 $ 5,000 Current Maturities of Long-Term Debt 406 527 Accounts Payable 23,882 26,437 Accrued Expenses 27,587 9,975 Dividends Payable - 3 ---------- ------------ Total Current Liabilities 56,875 41,942 Long-Term Debt, Less Current Maturities 360,222 285,727 Deferred Income Taxes 11,278 11,278 Other Liabilities 3,713 5,167 Stockholders' Equity: 5% Cumulative Preferred Stock (Note 4) 198 198 Series B, $7.50 Cumulative Convertible Preferred Stock (Note 4) 7,500 7,500 Series C, 4.5% Cumulative Convertible Preferred Stock (Note 4) 333 333 Common Stock (Note 4) 29,885 29,875 Capital in Excess of Par Value 6,920 6,893 Retained Earnings 129,242 150,005 Unearned Stock Compensation (88) (91) ---------- ------------ 173,990 194,713 Less Notes Receivable - Stockholders 414 601 ---------- ------------ Total Stockholders' Equity 173,576 194,112 ---------- ------------ Total Liabilities and Stockholders' Equity $ 605,664 $ 538,226 ========== ============ 4 TULTEX CORPORATION =============================================================================== CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED - $000'S OMITTED) SIX MONTHS ENDED JULY 4, 1998 (AND JULY 5, 1997) Six Months Ended ----------------------------- JULY 4, 1998 July 5, 1997 ------------ ------------ Operations: Net Income (Loss) $(20,387) $ (3,385) Items not Requiring (Providing) Cash: Depreciation 10,212 10,184 Amortization of Intangible Assets 1,660 608 Other Deferrals (1,454) (871) Other Non-Cash Items 57 (188) Changes in Assets and Liabilities: Accounts Receivable 5,332 25,814 Inventories (62,127) (58,521) Prepaid Expenses (2,033) (1,518) Accounts Payable and Accrued Expenses 15,057 (8,759) Income Taxes Refundable (13,847) (4,714) -------- -------- Cash Provided (Used) by Operations (67,530) (41,350) -------- -------- Investing Activities: Additions to Property, Plant and Equipment (5,215) (18,692) Changes in Other Assets 900 - Business Acquisitions (2,743) (21,875) -------- -------- Cash Provided (Used) by Investing Activities (7,058) (40,567) -------- -------- Financing Activities: Issuance (Payment) of Short-Term Borrowings - (628) Proceeds from Long-Term Borrowings - 75,000 Issuance (Payment) of Revolving Credit Facility Borrowings 74,600 19,200 Payments on Long-Term Borrowings (226) (500) Costs of Debt Issuance - (2,204) Cash Dividends (297) (521) Proceeds from Stock Plans 104 1,964 Purchase of Preferred Stock - (7,500) Purchase of Common Stock - (1,117) -------- -------- Cash Provided (Used) by Financing Activities 74,181 83,694 -------- -------- Net Increase (Decrease) in Cash (407) 1,777 Cash at End of Prior Year 2,507 1,654 -------- -------- Cash at End of Period $ 2,100 $ 3,431 -------- -------- 5 TULTEX CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED JULY 4, 1998 NOTE 1 - The accompanying consolidated financial statements furnished in this quarterly 10-Q Report reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods. This balance sheet, statement of operations and statement of cash flows have been prepared from the Company's records and are subject to audit and year-end adjustments. Certain prior year amounts have been reclassified to conform with current year presentation. NOTE 2 - A summary of inventories by component follows. (In thousands of dollars) JULY 4, 1998 January 3, 1998 ----------------- ----------------- Raw Materials $36,086 $30,198 Supplies 11,699 10,958 Goods-in-Process 27,696 19,391 Finished Goods 186,501 139,308 ----------------- ----------------- Total Inventory $261,982 $199,855 ================= ================= NOTE 3 - Income taxes are provided based upon income or loss reported for financial statement purposes. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the company's assets and liabilities. NOTE 4 - 5% percent cumulative preferred stock is $100 par value, 22,000 shares authorized, 1,975 shares issued and outstanding as of July 4,1998 and January 3, 1998. The stated quarterly dividend was declared on May 5, 1998, and paid on July 1, 1998. Series B, $7.50 cumulative, convertible preferred stock is $100 stated value, 150,000 shares authorized, 75,000 shares issued and outstanding as of July 4, 1998 and January 3, 1998. The stated quarterly dividend was declared on May 5, 1998, and paid on July 1, 1998. Series C, 4.5% cumulative convertible preferred stock is $10 stated value, 100,000 shares authorized, 33,260 shares issued and outstanding as of July 4, 1998 and January 3, 1998. The stated quarterly dividend was declared on May 5, 1998, and paid on July 1, 1998. Common stock, $1 par value, 60,000,000 shares authorized, shares issued and outstanding were 29,885,088 at July 4, 1998, and 29,875,488 at January 3, 1998. There were no dividends declared on the company's common stock for the three month period ended July 4, 1998. NOTE 5 - Income (loss) per common share is computed using the weighted average common shares outstanding. The only potential dilutive common shares are from outstanding stock options which add 114,856 shares, calculated using the treasury stock method, to the second quarter 1997 weighted average 6 common shares outstanding. NOTE 6 - On July 15, 1998 the Company completed the sale of substantially all the assets and business of LogoAthletic, Inc. and LogoAthletic/Headwear, Inc., its licensed apparel subsidiaries, to TKS Acquisition Inc., a new company headed by Thomas K. Shine, President and CEO of LogoAthletic. Consideration to the Company is approximately $96.0 million in cash and $12.5 million in subordinated notes of TKS due five years after the closing. Additional cash payments may be received by the Company if TKS reaches certain sales targets during the next two years. As part of the transaction, the Company repurchased $6.0 million of its outstanding preferred stock owned by investors in TKS. An estimated pre-tax loss from the sale of $16.3 million (after-tax of $9.9 million or $0.33 per share) is reflected in the second quarter 1998 Consolidated Statement of Operations. Additional information about the sale can be found in Form 8-K filed with the Securities and Exchange Commission on July 29,1998. NOTE 7 - The following financial information presents consolidated financial data which includes (i) the parent company only ("Parent"), (ii) the wholly-owned guarantor subsidiaries on a combined basis ("Wholly-owned Guarantor Subsidiaries"), (iii) the wholly-owned non-guarantor subsidiaries on a combined basis ("Wholly-owned Non-guarantor Subsidiaries"), (iv) the majority-owned subsidiary ("Majority-owned Subsidiary") and (v) the company on a consolidated basis. Wholly-owned Wholly-owned Guarantor Non-guarantor Majority-owned (In thousands of dollars) Parent Subsidiaries Subsidiaries Subsidiary Eliminations Consolidated - -------------------------------------------------------------------------------------------------------------------------- For the three months ended July 4, 1998 Net sales $ 87,207 $ 37,199 $ 43,269 $ - $(34,764) $132,911 Cost and expenses 111,948 38,353 39,591 - (34,764) 155,128 ---------------------------------------------------------------------------------------- Pretax income (loss) $ (24,741) $ (1,154) $ 3,678 $ - $ - $(22,217) ---------------------------------------------------------------------------------------- For the three months ended July 5, 1997 Net sales $ 99,784 $ 41,539 $ 32,993 $ 2,524 $(28,723) $148,117 Cost and expenses 101,958 39,657 31,174 2,552 (28,627) 146,714 ---------------------------------------------------------------------------------------- Pretax income (loss) $ (2,174) $ 1,882 $ 1,819 $ (28) $ (96) $ 1,403 ---------------------------------------------------------------------------------------- For the six months ended July 4, 1998 Net sales $ 142,184 $ 71,380 $ 81,269 $ - $(61,649) $233,184 Cost and expenses 179,243 74,627 74,385 - (61,649) 266,606 ---------------------------------------------------------------------------------------- Pretax income (loss) $ (37,059) $ (3,247) $ 6,884 $ - $ - $(33,422) ---------------------------------------------------------------------------------------- 7 Wholly-owned Wholly-owned Guarantor Non-guarantor Majority-owned (In thousands of dollars) Parent Subsidiaries Subsidiaries Subsidiary Eliminations Consolidated - --------------------------------------------------------------------------------------------------------------------- For the six months ended July 5, 1997 Net sales $ 158,580 $ 86,088 $ 32,993 $ 5,285 $ (35,199) $ 247,747 Cost and expenses 164,837 86,775 31,174 5,744 (35,234) 253,296 ------------------------------------------------------------------------------------------ Pretax income (loss) $ (6,257) $ (687) $ 1,819 $ (459) $ 35 $ (5,549) ------------------------------------------------------------------------------------------ As of July 4, 1998 Current assets $ 300,476 $ 193,607 $ 78,955 $ - $ (163,107) $ 409,931 Noncurrent assets 254,479 32,351 22,647 - (113,744) 195,733 ------------------------------------------------------------------------------------------ Total assets $ 554,955 $ 225,958 $ 101,602 $ - $ (276,851) $ 605,664 ------------------------------------------------------------------------------------------ Current liabilities $ 37,043 $ 141,155 $ 36,342 $ - $ (157,665) $ 56,875 Noncurrent liabilities 372,629 2,428 (933) - 1,089 375,213 ------------------------------------------------------------------------------------------ Total liabilities $ 409,672 $ 143,583 $ 35,409 $ - $ (156,576) $ 432,088 ------------------------------------------------------------------------------------------ As of January 3, 1998 Current assets $ 230,643 $ 168,877 $ 64,126 $ - $ (125,983) $ 337,663 Noncurrent assets 257,804 33,638 22,706 - (113,585) 200,563 ------------------------------------------------------------------------------------------ Total assets $ 488,447 $ 202,515 $ 86,832 $ - $ (239,568) $ 538,226 ------------------------------------------------------------------------------------------ Current liabilities $ 19,925 $ 117,462 $ 24,989 $ - $ (120,434) $ 41,942 Noncurrent liabilities 299,145 2,247 (306) - 1,086 302,172 ------------------------------------------------------------------------------------------ Total liabilities $ 319,070 $ 119,709 $ 24,683 $ - $ (119,348) $ 344,114 ------------------------------------------------------------------------------------------ 8 TULTEX CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JULY 4, 1998 RESULTS OF OPERATIONS - --------------------- The following table presents the company's consolidated statement of operations items as a percentage of net sales. THREE MONTHS ENDED SIX MONTHS ENDED -------------------------------------- 07/04/98 07/05/97 07/04/98 07/05/97 ------- ------- ------- ------- Net Sales and Other Income 100.0% 100.0% 100.0% 100.0% ----- ----- ----- ----- Cost of Products Sold 78.1 77.8 77.0 76.3 Depreciation 3.8 3.4 4.4 4.1 Selling, General and Administrative 16.4 13.2 19.4 16.8 Loss on Sale of Subsidiaries 12.3 - 7.0 - Interest 6.1 4.7 6.5 5.0 ----- ----- ----- ----- Total Costs and Expenses 116.7 99.1 114.3 102.2 ----- ----- ----- ----- Income (Loss) Before Income Taxes (16.7) 0.9 (14.3) (2.2) Benefit (Provision) for Income Taxes 6.5 (0.3) 5.6 .8 ----- ----- ----- ----- Net Income (Loss) (10.2)% 0.6% (8.7)% (1.4)% ===== ===== ===== ===== Note: Certain items have been rounded to cause the columns to add to 100%. This Quarterly Report on Form 10-Q contains certain forward-looking statements reflecting the company's current expectations and there can be no assurances that the company's actual future performance will meet such expectations. Potential risks and uncertainties include such factors as the financial condition of the company, the cost of borrowings, the ability of the company to remain in compliance with its debt covenants, the financial strength of the retail industry, the level of consumer spending on apparel, the recent sale of the Company's licensed apparel subsidiaries and the competitive pricing environment within the apparel industry. Investors are also directed to consider other risks and uncertainties discussed in other documents filed by the company with the Securities and Exchange Commission. Net loss for the second quarter of 1998 was $13.6 million, or $0.46 per common share, compared with net income of $0.9 million, or $0.02 per common share in the second quarter of 1997. Results for the second quarter 1998 include a provision for an estimated pre-tax loss of $16.3 million (after-tax of $9.9 million or $0.33 per common share) related to the sale of substantially all the assets and business of LogoAthletic, Inc. and LogoAthletic/Headwear, Inc., Tultex's licensed apparel subsidiaries. Excluding the provision for estimated loss on the sale of the licensed apparel subsidiaries, the net loss for the quarter was $3.6 million, or $0.13 per common share. The net loss for the first six months of fiscal 1998 was $20.4 million, or $0.69 per common share, compared with a net loss of $3.4 million, or $0.13 per common share in the comparable 1997 period. Excluding the provision for estimated loss on the sale of the licensed subsidiaries, the net loss for the six-month period ended July 4, 1998 was $10.4 million, or $0.36 per common share. Net sales and other income for the three months ended July 4, 1998 decreased $15.2 million, or 10.3%, from the second quarter of 1997. Activewear sales of $99.8 million decreased $13.3 million, or 11.7%, as compared to the second quarter of 1997. The activewear sales decrease resulted from lower volume in fleece products as well as lower prices in jersey products. Licensed apparel sales of $33.1 million in the second quarter of 1998 represent a decrease of $1.9 million, or 5.5%, as compared to the same period of the prior year. The licensed apparel sales decrease resulted from weak demand for NBA products. 9 For the six months to date, net sales and other income decreased $14.6 million, or 5.9%. The activewear sales decrease of 2.6% reflect lower fleece sales which were partially offset by the inclusion of sales for California Shirt Sales and T-Shirt City which were acquired during the second quarter of 1997. The licensed apparel sales decrease of 13.2% resulted from weak demand for NBA products and softness in Major League Baseball. Cost of products sold as a percentage of sales increased to 78.1% for the second quarter of 1998 compared to 77.8% for the comparable second quarter of last year. For the comparative six-month periods, cost as a percentage of sales increased from 76.3% to 77.0% in 1998. The decrease in margin as a percentage of sales reflects competitive price conditions and the shift in product mix toward jersey products which typically carry a lower margin than the company's fleece products. Depreciation expense decreased $28,000, or .5%, from the second quarter of 1997, and for the six months depreciation increased $28,000, or .3% as compared to the same period in 1997. Selling, general and administrative expenses (S,G&A) increased $2.2 million for the second quarter of 1998 compared to the same period of 1997. The primary reason for the increase was higher advertising expenses. As a percentage of sales, S,G&A expenses were 16.4% compared to 13.2% for the second quarter of 1997. During the six month period ended July 4, 1998, S,G&A expenses were $45.4 million, or 19.4% of sales, compared to $41.7 million, or 16.8% of sales, for the comparable period of the prior year. The primary reason for this increase was the inclusion of expenses of California Shirt Sales and T-Shirt City. Interest expense for the second quarter of 1998 was $8.1 million compared to $6.9 million in the comparable period of 1997. The increase for the second quarter over the comparable period of 1997 is due to higher average borrowings and higher borrowing rates. Second quarter working capital borrowings averaged $144.3 million at an average rate of 8.3% compared to $111.8 million and 7.5%, respectively, for the comparable period of the prior year. Interest expense for the six months was $15.0 million compared to $12.3 million in the same period in 1997. The increase for the six months is due to higher average borrowings and higher average borrowing rates. The higher average borrowings resulted from the company's two distributor acquisitions which occurred during the second quarter of 1997. The higher average borrowing rates were primarily due to the issuance of $75 million of 9 5/8% Senior Notes in the second quarter of 1997 which carry a higher rate than the company's revolving credit facility borrowings. For the first six months of 1998, working capital borrowings averaged $119.5 million at an average rate of 8.1% compared to $113.6 million and 7.3%, respectively, for the comparable period of the prior year. The nature of the company's business requires extensive seasonal borrowings to support its working capital needs. Benefit (Provision) for income taxes reflects an effective rate for combined federal and state income taxes of 39% for both periods of 1998 as well as for the comparable periods of 1997. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Net working capital at July 4, 1998 increased $57.3 million from year-end 1997 due primarily to higher inventories which were partially offset by lower accounts receivable. The increase in working capital was funded through an increase in the Company's long-term revolving line of credit. Inventories traditionally 10 increase during the first half of the year to support second-half shipments. Compared to January 3, 1998, inventories increased $62.1 million, or 31.1%. Net accounts receivable decreased $5.3 million from January 3, 1998 to July 4, 1998 due to the seasonality of the company's business. Receivables normally peak in September and October and begin to decline in December as shipment volume decreases and cash is collected. The current ratio at July 4, 1998 was 7.2 compared to 8.1 at January 3, 1998. Total long-term debt at July 4, 1998 included senior notes totaling $185 million and $160.8 million outstanding under the revolving credit facility. At the end of the second quarter of 1998, the company was in compliance with all debt covenants. Debt as a percentage of total capitalization was 67.8% as of July 4, 1998 compared to 60.0% as of January 3, 1998. For the first six months of 1998, net cash used by operations of $67.4 million reflects the seasonal increase in inventories. Cash used for capital asset additions decreased $13.5 million in 1998 compared to the first six months of 1997. Cash provided by financing activities was $74.1 million, which was primarily used for working capital requirements. The company expects that annual cash flows from income adjusted for non-cash items, supplemented by the revolving credit facility, will be adequate to support requirements for the remainder of 1998. NEW ACCOUNTING STANDARDS In June 1997, the Financial Accounting Standards Board (the "Board") adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS 130"), which establishes standards for the reporting and display of comprehensive income and its components in financial statements. FAS 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. The Company adopted this statement in the first quarter of 1998, however there were no items which gave rise to other comprehensive income during either the first six months of 1998 or the first six months of 1997. In June 1997, the Board issued FAS 131, "Disclosures about Segments of an Enterprise and Related Information". This Statement will change the way the company reports information about segments of their business in their annual financial statements and require the company to report selected segment information in their quarterly reports issued to shareholders. It also requires entity-wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues, and its major customers. The Statement requires the company to disclose segment data based on how management makes decisions about allocating resources to segments and measuring their performance. This statement is effective for financial statements for periods beginning after December 15, 1997. Disclosure of segment information is not required in interim financial statements in the initial year of its application. 11 TULTEX CORPORATION PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits -------- None (b) Reports on Form 8-K -------------------- The following reports on Form 8-K were filed during the quarter for which this report was filed: 1. Current report on Form 8-K dated June 12, 1998 and filed on June 19, 1998 reporting under Item 5 the press release issued by the Registrant announcing the Registrant's agreement to sell its LogoAthletic, Inc, and LogoAthletic/Headwear Inc. subsidiaries. 2. Current report on Form 8-K dated July 15, 1998 and filed July 29, 1998 reporting Item 2 and Item 7 including certain information concerning the Registrant's sale of its LogoAthletic Inc. and LogoAthletic/Headwear Inc. subsidiaries and unaudited pro forma information about the sale. Items 1, 2, 3, 4 and 5 are inapplicable and are omitted. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. TULTEX CORPORATION ------------------ (Registrant) Date August 17, 1998 /s/ C. W. Davies, Jr. --------------- --------------------- C. W. Davies, Jr., President and Chief Executive Officer Date August 17, 1998 /s/ S. H. Wood --------------- -------------- Suzanne H. Wood, Vice President and Chief Financial Officer