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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 March 31, 1997
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OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-14569
EVENFLO & SPALDING HOLDINGS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 59-2439656
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(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
</TABLE>
601 South Harbour Island Boulevard, Suite 200, Tampa, Florida 33602-3141
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (813) 204-5200
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report
Indicate by check (x) 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
--- ---
The number of shares outstanding of the registrant's Common stock, par value
$.01 per share, at May 1, 1997, was 51,639,682 shares.
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EVENFLO & SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended
March 31,
-----------------------
1997 1996
---- ----
<S> <C> <C>
NET SALES $ 205,871 178,201
Cost of sales 135,886 114,784
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GROSS PROFIT 69,985 63,417
Selling, general and administrative expenses 57,402 52,421
Royalty income, net (2,895) (3,046)
1994 Management Stock Ownership Plan expense 0 1,230
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INCOME FROM OPERATIONS 15,478 12,812
Interest expense, net 17,201 9,092
Currency loss, net 251 123
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EARNINGS (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST (1,974) 3,597
Income taxes (benefit) (987) 1,513
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EARNINGS (LOSS) BEFORE MINORITY INTEREST (987) 2,084
Minority interest in net earnings of consolidated subsidiary 0 97
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NET EARNINGS (LOSS) $ (987) 1,987
========= ========
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
2
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EVENFLO & SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS (LOSS)
FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Six months ended
March 31,
------------------------
1997 1996
---- ----
<S> <C> <C>
NET SALES $ 331,065 291,375
Cost of sales 223,059 190,431
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GROSS PROFIT 108,006 100,944
Selling, general and administrative expenses 108,361 98,009
Royalty income, net (5,772) (5,768)
1994 Management Stock Ownership Plan expense 0 2,460
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INCOME FROM OPERATIONS 5,417 6,243
Interest expense, net 33,826 18,632
Currency loss, net 221 435
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EARNINGS (LOSS) BEFORE INCOME TAXES AND MINORITY INTEREST (28,630) (12,824)
Income taxes (benefit) (14,315) (5,387)
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EARNINGS (LOSS) BEFORE MINORITY INTEREST (14,315) (7,437)
Minority interest in net loss of consolidated subsidiary 0 (320)
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NET EARNINGS (LOSS) $ (14,315) (7,117)
========= ========
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
3
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EVENFLO & SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND SEPTEMBER 30, 1996
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MARCH 31, September 30,
ASSETS 1997 1996
- ------ ---- ----
CURRENT ASSETS
<S> <C> <C>
Cash $ 6,337 75,298
Receivables, less allowance of $3,332 and $4,373 239,025 192,999
Inventories 148,613 109,171
Deferred income taxes 13,849 11,952
Other 6,198 4,704
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TOTAL CURRENT ASSETS 414,022 394,124
Property, plant and equipment, net 81,015 78,334
Intangible assets, net 129,905 131,708
Deferred income taxes on acquired non-U.S. trademarks 47,476 49,432
Deferred financing costs 31,912 34,231
Other 2,267 2,077
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TOTAL ASSETS $ 706,597 689,906
========= ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
- ------------------------------------------------
CURRENT LIABILITIES
Non-U.S. bank loans $ 20,384 13,028
Accounts payable 149,879 141,708
Accrued expenses 73,057 69,131
Income taxes 505 706
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TOTAL CURRENT LIABILITIES 243,825 224,573
Long-term debt 632,100 625,800
Deferred income taxes 15,119 16,339
Pension 11,715 11,753
Post-retirement benefits 8,750 8,750
Other 1,978 2,142
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TOTAL LIABILITIES 913,487 889,357
PREFERRED STOCK - AT LIQUIDATION VALUE 159,521 150,000
SHAREHOLDERS' EQUITY (DEFICIENCY)
Common stock, $.01 par value, 100,000,000 shares authorized and
51,443,571 and 50,000,000 outstanding 514 500
Paid-in capital 230,329 223,125
Retained earnings (deficit) (592,585) (568,749)
Currency translation adjustment (4,669) (4,327)
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TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY) (366,411) (349,451)
--------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) $ 706,597 689,906
========= ========
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
4
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EVENFLO & SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1997 AND 1996
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Six months ended
March 31,
------------------------
INCREASE (DECREASE) IN CASH 1997 1996
- --------------------------- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net earnings (loss) $ (14,315) (7,117)
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Depreciation 8,798 7,210
Intangibles amortization 2,284 3,226
Deferred income taxes (1,161) 1,272
Deferred financing costs 2,319 1,133
Pension (38) (218)
Post retirement benefits 0 144
1994 Management Stock Ownership Plan Expense 0 2,460
Minority interest in consolidated subsidiary 0 (320)
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Subtotal (2,113) 7,790
Receivables (46,026) (22,488)
Inventories (39,442) (34,103)
Current liabilities, excluding bank loans 11,896 15,265
Other (2,554) (6,322)
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NET CASH USED IN OPERATING ACTIVITIES (78,239) (39,858)
CASH FLOWS FROM INVESTING ACTIVITIES - CAPITAL EXPENDITURES (11,596) (4,130)
--------- --------
NET CASH USED BEFORE FINANCING ACTIVITIES (89,835) (43,988)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (repayment) under new credit agreements 6,300 0
Net borrowings (repayment) under prior credit agreements 0 31,500
Net borrowings of other indebtedness 7,356 1,066
Proceeds from issuance of common stock 7,218 0
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NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 20,874 32,566
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CASH - net change (68,961) (11,422)
beginning of period 75,298 26,104
--------- --------
end of period $ 6,337 14,682
========= ========
Supplemental cash flow data
Interest paid $ 17,338 17,627
Income taxes paid 1,464 2,872
Non-cash accrual of 1994 Management Stock Ownership Plan expense 0 2,460
</TABLE>
See Unaudited Notes to Condensed Consolidated Financial Statements
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EVENFLO & SPALDING HOLDINGS CORPORATION AND SUBSIDIARIES UNAUDITED NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS AND THE SIX
MONTHS ENDED MARCH 31, 1997 AND 1996 (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS)
BASIS OF PRESENTATION
The accompanying condensed consolidated balance sheet of Evenflo & Spalding
Holdings Corporation and subsidiaries (the "Company") as of March 31, 1997, and
the related condensed statements of consolidated earnings (loss) for the three
and six months ended March 31, 1997 and 1996, and of cash flows for the six
months ended March 31, 1997 and 1996, are unaudited. In the opinion of
management, all adjustments necessary for a fair presentation of such condensed
consolidated financial statements have been included. Such adjustments
consisted only of normal recurring items. Interim results may not be indicative
of results for a full year.
The condensed consolidated financial statements and notes are presented as
permitted by Form 10-Q of the Securities and Exchange Commission and do not
contain certain information included in the Company's annual consolidated
financial statements and notes. The condensed consolidated balance sheet as of
September 30, 1996, was derived from the Company's audited financial
statements, but does not include all disclosures required by generally accepted
accounting principles. This Form 10-Q should be read in conjunction with the
Company's consolidated financial statements and accompanying notes included in
its Amendment No. 3 to Registration Statement on Form S-4 (file no. 333-14569).
<TABLE>
<CAPTION>
INVENTORIES March 31, September 30,
1997 1996
---- ----
<S> <C> <C>
Finished goods $ 101,877 74,890
Work in process 23,227 17,088
Raw materials 23,509 17,193
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Total inventories $ 148,613 109,171
</TABLE>
RECAPITALIZATION AND STOCK PURCHASE AGREEMENT
Prior to September 30, 1996, the Company was a wholly-owned subsidiary of
Abarco, N.V. ("Abarco"). On August 15, 1996, Abarco and Strata Associates L.P.
("Strata") entered into a Recapitalization and Stock Purchase Agreement
pursuant to which Strata acquired control of the Company (the
"Recapitalization"). The closing of the Recapitalization took place on
September 30, 1996. In connection with the Recapitalization a portion of the
common stock owned by Abarco was redeemed for total consideration of
approximately $581,933. After the Recapitalization, Strata owned approximately
88.4% of the Company's common stock and Abarco retained approximately 11.6% of
the Company's common stock.
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ACQUISITIONS
In July 1996, the Company acquired the net assets of Etonic, Inc., which
manufactures and/or markets golf shoes, gloves, and other golf accessories, as
well as an established line of running and walking shoes. The operating results
of Etonic have been included in the condensed statement of consolidated
earnings (loss) from the date of acquisition. As a result, Etonic's operations
are included in the condensed statement of consolidated earnings (loss) for the
three months and the six months ended March 31, 1997, but not for the three
months and the six months ended March 31, 1996. Etonic's pro forma net sales
for the three months and six months ended March 31, 1996, were $11,800 and
$25,747, and consolidated pro forma net losses were $(929) and $(204).
On April 21, 1997, the Company acquired the net assets of Gerry Baby Products
Company for a purchase price of approximately $72,100. Gerry manufactures
and/or markets specialty juvenile products including baby bath, health and
safety items, monitors and other baby care products and accessories, as well as
juvenile car seats, strollers, high chairs, cribs dressers and changing tables,
gates, and soft and frame carriers marketed under the Gerry(R) and Snugli(R)
brand names. Gerry's pro forma net sales and net loss for the twelve months
ended December 31, 1996, were $120,646 and $(2,262).
COMMON STOCK
On October 25, 1996, the shareholders of the Company approved the general terms
of the 1996 Stock Purchase and Option Plan for Key Employees of Evenflo &
Spalding Holdings Corporation and Subsidiaries (the "Plan"). On January 27,
1997, the Company filed a Registration Statement on Form S-8 offering to
certain key employees of the Company an aggregate of 7,484,556 shares of common
stock, par value $.01 per share, including shares subject to options. During
the 1997 second quarter the Company sold 1,443,571 shares and granted options
for 5,052,535 shares under the Plan resulting in $7,218 of proceeds. On April
18, 1997, the Company sold an additional 196,111 shares with an additional
grant of options for 46,667 shares under the Plan resulting in $981 of
proceeds. The issuance price of the shares and the exercise price of the
options are $5 per share. There are 745,672 unissued shares and options
remaining under the Plan.
CONTINGENCIES
The Company is both a plaintiff and defendant in numerous lawsuits incidental
to its current and former operations, some alleging substantial claims. In
addition, the Company's operations are subject to federal, state, and local
environmental laws and regulations. The Company has entered into settlement
agreements with the U.S. Environmental Protection Agency and other parties on
several sites, and is still negotiating on other sites. The settlement amounts
and estimated liabilities are not significant.
Management is of the opinion that, after taking into account the merits of
defenses, insurance coverage and established reserves, the ultimate resolution
of these matters will not have a material adverse effect in relation to the
Company's condensed consolidated financial statements.
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INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors
Evenflo & Spalding Holdings Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of
Evenflo & Spalding Holdings Corporation and subsidiaries (the "Company") as of
March 31, 1997, and the related condensed statements of consolidated earnings
(loss) for the three and six months ended March 31, 1997 and 1996, and of cash
flows for the six months ended March 31, 1997 and 1996. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and of making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company at September 30, 1996,
and the related statements of consolidated earnings (loss), consolidated cash
flows and consolidated shareholders' equity (deficiency) for the year then
ended (not presented herein); and in our report dated October 28, 1996, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of September 30, 1996, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
DELOITTE & TOUCHE LLP
Tampa, Florida
April 23, 1997
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
With the exception of historical information (information relating to the
Company's financial condition and results of operations at historical dates or
for historical periods), the matters discussed in this Management's Discussion
and Analysis of Financial Condition and Results of Operations are
forward-looking statements that necessarily are based on certain assumptions
and are subject to certain risks and uncertainties. These forward-looking
statements are based on management's expectations as of the date hereof. Actual
future performance and results could differ from that contained in or suggested
by these forward-looking statements as a result of the factors set forth in
this Management's Discussion and Analysis of Financial Condition and Results of
Operations and elsewhere in the March 31, 1997, Form 10-Q and related filings
with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
Quarter Ended March 31, 1997 ("1997 second quarter") as Compared
to the Quarter Ended March 31, 1996 ("1996 second quarter")
NET SALES are gross sales net of returns, allowances, trade discounts, freight
on goods sold and royalties paid on third-party trademarks used on the
Company's products. The Company's net sales increased 15.5% to $205.9 million
for the 1997 second quarter compared to $178.2 million for the same period in
the prior year. Spalding net sales increased $22.2 million or 18.2% to $144.0
million for the 1997 second quarter compared to $121.8 million for the 1996
second quarter. Spalding's net sales increase is primarily attributable to the
$15.9 million golf shoe net sales of Etonic, which was acquired in July 1996.
Additionally, Spalding experienced higher net sales of Strata(TM) golf balls,
golf clubs, golf bags, and basketballs. International net sales at Spalding
declined 3.4% or $1.5 million in the 1997 second quarter compared to the 1996
second quarter. The decrease resulted primarily from lower net sales of golf
products in Canada and Japan partially offset by an increase of basketball net
sales in Mexico.
Net sales at Evenflo for the 1997 second quarter increased $5.4 million to
$61.8 million from $56.4 million for the 1996 second quarter. The 9.6% increase
at Evenflo is principally due to higher net sales of Travel System(R)
strollers, Phases(TM) high chairs, play yards and car seats partially offset by
lower activity product net sales. International net sales at Evenflo increased
$0.9 million in the 1997 second quarter compared to the 1996 second quarter
principally due to higher net sales in Mexico and Canada.
GROSS PROFIT is net sales less cost of sales which includes the costs necessary
to make the Company's products, including the costs of raw material,
production, warehousing, and procurement. For the 1997 second quarter, Company
gross profit increased $6.6 million to $70.0 million from $63.4 million for the
same period in the prior year. Gross profit as a percentage of net sales
decreased to 34.0% for the 1997 second quarter from 35.6% for the prior year
9
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comparable quarter due principally to increased net sales of lower margin
products, including golf clubs, basketballs, golf shoes, strollers, high chairs
and play yards as well as higher wages and shipping expenses.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") expenses include the costs
necessary to sell the Company's products and the general and administrative
costs of managing the business, including salaries and related benefits,
commissions, advertising and promotion expenses, bad debts, travel,
amortization of intangible assets, insurance and product liability costs and
professional fees. SG&A expenses were $5.0 million, or 9.5%, higher than SG&A
expenses of $52.4 million in the comparable quarter last year. Spalding's SG&A
expenses increased $5.2 million in the 1997 second quarter primarily from (i)
the inclusion of Etonic golf shoes and (ii) higher advertising, promotion,
salary, research and development costs. Evenflo had $0.1 million lower SG&A
expenses in the 1997 second quarter principally due to lower product liability
expenses partially offset by higher advertising, promotion, wages, and fringe
benefits compared to the 1996 second quarter. The corporate office had $0.1
million lower SG&A expenses in the 1997 second quarter.
1994 MANAGEMENT STOCK OWNERSHIP PLAN expense represents compensation expense
related to the increase in the fair value of common stock of the Company held
by certain members of senior management which were purchased by the Company in
connection with the September 30, 1996, recapitalization. In the 1996 second
quarter, the 1994 Management Stock Ownership Plan expense was $1.2 million;
however, such plan was terminated as part of the recapitalization and
accordingly there was no such expense for the 1997 second quarter.
INTEREST EXPENSE increased to $17.2 million in the 1997 second quarter from
$9.1 million in the 1996 second quarter, an increase of $8.1 million.
This increase is due to the issuance by the Company of $200 million 10 3/8%
Series B Senior Subordinated Notes ("Notes") due 2006 and borrowings under the
Company's $650 million Credit Facility (the "Credit Facility") (comprised of
$400 million of term loans and a $250 million Revolving Credit Facility) which
were applied to finance the Company recapitalization on September 30, 1996. The
Company's average borrowings under the Notes, Credit Facility and certain
non-U.S. borrowing arrangements for the 1997 second quarter is $648 million,
compared to $361 million under the Company's borrowing arrangements then in
effect during the 1996 second quarter.
CURRENCY LOSS of $0.2 million for the 1997 second quarter is $0.1 million
higher than the $0.1 million currency loss in the 1996 second quarter. See
"Liquidity and Capital Resources".
NET LOSS is $1.0 million for the 1997 second quarter compared to $2.0 million
in net earnings for the 1996 second quarter. The $3.0 million decrease in
earnings is a result of (i) higher interest expense associated principally with
the Company's recapitalization and (ii) higher Spalding and Evenflo
advertising, promotion, and other expenses reduced by (i) operating profit from
the inclusion of Etonic golf shoes, (ii) lower product liability expenses at
Evenflo, and (iii) 1994 Management Stock Ownership Plan expenses in the 1996
second quarter which did not recur in the 1997 second quarter.
OTHER. On February 1, 1997, the Company entered into an agreement extending its
association with the National Basketball Association ("NBA"). A retail product
license agreement with NBA
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Properties, Inc. covering the period ending July 31, 2001, allows Spalding
basketballs to remain the exclusive worldwide NBA "Official Game Ball".
Additionally, on April 25, 1997, the Company entered into a separate retail
product license agreement with WNBA Enterprises, LLC covering the period ending
September 30, 1999, during which Spalding basketballs are the exclusive
worldwide Women's National Basketball Association "Official Game Ball."
Six Months Ended March 31, 1997 ("1997 six months") as Compared
to the Six Months Ended March 31, 1996 ("1996 six months")
NET SALES increased to $331.1 million in the 1997 six months from $291.4
million for the 1996 six months, an increase of $39.7 million or 13.6%.
Spalding net sales increased $34.7 million in the 1997 six months over the 1996
six months. The July 1996 acquisition of Etonic contributed $31.5 million of
the net sales increase at Spalding in the 1997 six months. Total golf ball
sales were lower in the 1997 six months due to high inventory levels at
retailers and lower net sales in Japan, Canada, and Mexico. However, net sales
of Strata(TM) golf balls remain strong. Golf club and bag net sales advanced
over the 1996 six months as Top-Flite(R) tour irons with titanium inserts,
Muscle(TM) shafts, and Intimidator(TM) drivers continue to gain consumer
acceptance. Basketball net sales are up with increased sales of ZK-Composite(R)
lines. Management anticipates net sales in Japan for fiscal 1997 to be lower
than fiscal 1996 net sales due to weak Japanese economic conditions and low
consumer confidence levels coupled with the currency impact of a strong U.S.
dollar.
Net sales at Evenflo increased $5.0 million to $111.4 million for the 1997 six
months compared to $106.4 million in the 1996 six months. The 4.7% increase in
net sales for the comparable period is led by the Travel System(R) stroller,
Phases(TM) high chair and play yards partially offset by decreases in net sales
of car seats and activity products. Net sales in Mexico are up $1.3 million
over the prior year six months but is partially offset by $0.6 million lower
Canadian net sales.
GROSS PROFIT increased to $108.0 million in the 1997 six months from $100.9
million in the 1996 six months, an increase of $7.1 million or 7.0%. As a
percentage of sales, Company gross profit margins decreased to 32.6% for the
1997 six months from 34.6% for the 1996 six months. The decrease is primarily
attributable to increased net sales of lower margin products, including golf
clubs, basketballs, golf shoes, strollers, high chairs and play yards as well
as increased manufacturing cycle time for Strata(TM) golf balls, and higher
wages, utility, shipping and freight costs.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES ("SG&A") increased to $108.4
million for the 1997 six months from $98.0 million for the 1996 six months, an
increase of $10.4 million or 10.6%. As a percentage of sales, SG&A expenses
decreased to 32.7% for the 1997 six months from 33.6% for the 1996 six months.
Spalding's $9.4 million increase is primarily a result of; (i) the inclusion of
Etonic golf shoes, (ii) $0.9 million of costs associated with obtaining the
Etonic
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Canadian distribution rights in the 1997 first quarter, and (iii) higher
advertising, promotion, salary, research and development costs.
Evenflo had $1.2 million higher SG&A expenses in the 1997 six months
principally from increased advertising, promotion, wages, and fringe benefits.
The corporate office had $0.2 million lower SG&A expenses in the 1997 six
months.
1994 MANAGEMENT STOCK OWNERSHIP PLAN expense was $2.5 million in the 1996 six
months; however, such plan was terminated as part of the September 30, 1996,
recapitalization and accordingly there was no such expense for the 1997 six
months.
INTEREST EXPENSE increased to $33.8 million in the 1997 six months from $18.6
million in the 1996 six months, an increase of $15.2 million. The
increase is due principally to the issuance of $200 million of Notes and higher
levels of borrowings under the Credit Facility in the 1997 six months versus
the 1996 six months. The Company's average borrowings under the Notes, Credit
Facility and certain non-U.S. borrowing arrangements for the 1997 six months is
$633 million compared to $348 million under the Company's borrowing
arrangements then in effect during the 1996 six months.
CURRENCY LOSS of $0.2 million for the 1997 six months is $0.2 million lower
than the $0.4 million currency loss in the 1996 six months. See "Liquidity and
Capital Resources."
NET LOSS is $14.3 million for the 1997 six months compared to a $7.1 million
net loss for the comparable 1996 six month period. The $7.2 million increase in
net loss is a result of (i) higher interest expense associated with the
Company's recapitalization and (ii) higher Spalding and Evenflo advertising,
promotion, and other expenses reduced by (i) operating profit from the
inclusion of Etonic golf shoes net of $0.9 million in costs associated with
obtaining the Etonic Canadian distribution rights, (ii) $0.2 million lower
currency loss, (iii) $8.9 million higher tax benefit, and (iv) 1994 Management
Stock Ownership Plan expenses in the 1996 six months which do not recur in the
1997 six months.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal sources of liquidity are from cash flows generated from
operations and borrowings under the Credit Facility and certain non-U.S. credit
facilities. The Company believes its business is somewhat seasonal. For fiscal
1996, quarterly net sales as a percentage of total sales were approximately
16%, 26%, 29%, and 29%, respectively, and quarterly income (loss) from
operations as a percentage of total income (loss) from operations was
approximately (10)%, 26%, 67%, and 17%, respectively. Many sporting goods
marketed by Spalding, especially golf products, experience higher levels of
sales in the spring and summer months. The Company's need for cash historically
has been greater in its first and second quarters when cash generated from
operating activities coupled with drawdowns from credit facilities have been
invested in receivables and inventories.
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For the 1997 six months, the Company used $89.8 million in cash before
financing activities to fund $78.2 million in operating activities and invest
$11.6 million in capital expenditures. Cash usages in the 1997 six months were
funded from (i) $69.0 million in excess cash and cash equivalents at September
30, 1996, (ii) $13.6 million in net borrowings from the Company's Revolving
Credit Facility and credit facilities available to certain of the Company's
non-U.S. operations, and (iii) $7.2 million in proceeds from the issuance of
common stock to certain key employees of the Company under the 1996 Stock
Purchase and Option Plan for Key Employee of Evenflo & Spalding Holdings
Corporation and Subsidiaries.
Net cash flow used by operating activities for the 1997 six months is $78.2
million compared to $39.9 million in the 1996 six months. The $38.3 million
difference in cash flow from operating activities in the comparable quarters is
due to $9.9 million in lower net earnings (as adjusted for depreciation and
other non-cash expenses) and a $28.4 million increase in working capital
attributable principally to (i) net assets from the Etonic acquisition, (ii)
increased receivables from higher sales and the carryover effect of Spalding
incentive programs in the forth fiscal quarter of 1996, (iii) higher inventory
levels to support increased sales at Evenflo, reduced by higher trade payables
and bankers acceptances from increases in imported inventory levels.
Capital expenditures were $11.6 million for the 1997 six months compared to
$4.1 million in the 1996 six months. Spalding capital expenditures were $2.2
million higher in the 1997 six months, the majority of which was used to
improve production equipment. Spalding anticipates it will begin a multiphase
expansion of its warehouse and golf ball facilities at its Chicopee,
Massachusetts operations in the last half of fiscal 1997. Management estimates
the multiphase project could amount to $23 million in total over two fiscal
years with approximately $8.0 million expended in the last half of fiscal 1997.
Capital expenditures at Evenflo are $5.3 million higher than the comparable
1996 six months primarily from the expansion of its warehousing and shipping
facilities in Piqua, Ohio. Evenflo estimates the expansion and facilities
upgrade could amount to $11 million in fiscal 1997. Management anticipates
approximately $5.1 million will be required in the last half of fiscal 1997 to
complete the Piqua facility expansion, modernize distribution systems, and
re-engineer assembly operations. As a result of this and other capital
programs, management expects capital expenditures in the 1997 fiscal year to
exceed those in the 1996 fiscal year.
On October 25, 1996, the shareholders of the Company approved the general terms
of the 1996 Stock Purchase and Option Plan for Key Employees of Evenflo &
Spalding Holdings Corporation and Subsidiaries (the "Plan"). On January 27,
1997, the Company filed a Registration Statement on Form S-8 offering to
certain key employees of the Company an aggregate of 7,484,556 shares of common
stock, par value $.01 per share, including shares subject to options. During
the 1997 second quarter, the Company sold 1,443,571 shares and granted options
for 5,052,535 shares under the Plan resulting in $7.2 million of proceeds. On
April 18, 1997, the Company sold an additional 196,111 shares with an
additional grant of options for 46,667 shares under the Plan resulting in $1.0
million of proceeds.
On April 21, 1997, the Company acquired the net assets of Gerry Baby Products
Company for a purchase price of approximately $72.1 million. Gerry manufactures
and/or markets specialty juvenile products including baby bath, health and
safety items, monitors and other baby care
13
<PAGE> 14
products and accessories, as well as juvenile car seats, strollers, high
chairs, cribs dressers and changing tables, gates, and soft and frame carriers
marketed under the Gerry(R) and Snugli(R) brand names.
The primary sources of cash flows from financing activities are from borrowings
under the $250 million Revolving Credit Facility and under credit facilities
available to certain of the Company's non-U.S. facilities. At March 31, 1997,
the Company had an available borrowing capacity of approximately $114 million
(reduced to reflect $103.8 million of outstanding letters of credit and
bankers' acceptances) under the Revolving Credit Facility. The April 21, 1997,
Gerry Baby Products Company acquisition reduces the available borrowing
capacity by $80.4 million ($72.1 million purchase price plus $8.3 million for
outstanding Gerry letters of credit).
CURRENCY HEDGING. In fiscal 1996 approximately 28% of the total Company net
sales were generated in non-U.S. currencies. Fluctuations in the value of these
currencies relative to the U.S. dollar could have a material effect on the
Company's results of operations. The Company, in its discretion, uses forward
exchange contracts to hedge up to six month transaction exposures from U.S.
dollar purchases made by its non-U.S. operations.
14
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Part II, Item 1 "Legal Proceedings" of Registrant's Form
10-Q Statement, filed February 14, 1997, for the period ended December 31,
1996. Since that date, the Company has not been named as a defendant in any
action which, to the best of the Company's knowledge, could have a material
adverse effect.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
*27. Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
Current report on Form 8-K dated March 10, 1997
* Filed herewith.
15
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Evenflo & Spalding Holdings Corporation
(Registrant)
Date: May 6, 1997 By: /s/ W. Michael Kipphut
-----------------------
W. Michael Kipphut
Vice President and Treasurer
(a Principal Financial Officer and
authorized signatory)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINACIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EVENFLO & SPALDING HOLDINGS CORP. FOR THE SIX MONTH
PERIOD ENDED MARCH 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 6,337
<SECURITIES> 0
<RECEIVABLES> 242,357
<ALLOWANCES> 3,332
<INVENTORY> 148,613
<CURRENT-ASSETS> 414,022
<PP&E> 155,602
<DEPRECIATION> 74,587
<TOTAL-ASSETS> 706,597
<CURRENT-LIABILITIES> 243,825
<BONDS> 632,100
159,521
0
<COMMON> 514
<OTHER-SE> (366,625)
<TOTAL-LIABILITY-AND-EQUITY> 706,597
<SALES> 331,065
<TOTAL-REVENUES> 331,065
<CGS> 223,059
<TOTAL-COSTS> 223,059
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,826
<INCOME-PRETAX> (28,630)
<INCOME-TAX> (14,315)
<INCOME-CONTINUING> (14,315)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,315)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
