UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended January 2, 1999
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 0-23161
Tropical Sportswear Int'l Corporation
(Exact name of registrant as specified in its charter)
Florida 59-3424305
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
4902 W. Waters Avenue Tampa, FL 33634-1302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (813) 249-4900
(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 the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [X] Yes [ ] No
As of February 10, 1999 there were 7,611,129 shares of the registrant's Common
Stock outstanding.
<PAGE>
TROPICAL SPORTSWEAR INT'L CORPORATION
<TABLE>
<CAPTION>
FORM 10-Q
TABLE OF CONTENTS
<S> <C>
PART I Financial Information Page No.
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
PART II Other Information
Item 1 Legal Proceedings 13
Item 2 Changes in Securities 13
Item 3 Defaults upon Senior Securities 13
Item 4 Submission of Matters to a Vote of Security Holders 13
Item 5 Other Information 13
Item 6 Exhibits and Reports on Form 8-K 13
</TABLE>
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
TROPICAL SPORTSWEAR INT'L CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In thousands, except per share amounts)
<CAPTION>
Thirteen Fourteen
Weeks Ended Weeks Ended
January 2, January 3,
1999 1998
------------------ -------------------
<S> <C> <C>
Net sales $ 94,186 $ 35,094
Cost of goods sold 66,890 27,024
------------------ -------------------
Gross profit 27,296 8,070
Selling, general and administrative
expenses 18,888 5,341
------------------ -------------------
Operating income 8,408 2,729
Other expense:
Interest expense 4,573 447
Other, net 113 202
------------------ -------------------
4,686 649
Income before income taxes 3,722 2,080
Provision for income taxes 1,391 775
================== ===================
Net income $ 2,331 $ 1,305
================== ===================
Net income per common share:
Basic $0.31 $0.18
================== ===================
Diluted $0.30 $0.18
================== ===================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
TROPICAL SPORTSWEAR INT'L CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
<CAPTION>
January 2, October 3,
1999 1998
----------------- -----------------
ASSETS
<S> <C> <C>
Current Assets:
Cash $ 4,960 $ 2,097
Accounts receivable 71,277 72,355
Inventories 83,814 84,099
Prepaid expenses and other current assets 14,134 15,046
----------------- -----------------
Total current assets 174,185 173,597
Property & equipment net - at cost 52,268 51,997
Intangible assets, including trademarks and goodwill 51,296 51,706
Other assets 18,755 20,176
-----------------
=================
Total assets $ 296,504 $ 297,476
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 41,196 $ 63,108
Current portion of long-term debt and capital leases 2,889 3,092
-----------------
-----------------
Total current liabilities 44,085 66,200
Long-term debt and capital leases 190,827 171,494
Other non-current liabilities 8,087 8,818
Shareholders' equity:
Preferred stock - -
Common stock 76 76
Additional Paid in Capital 17,401 17,270
Foreign currency translation 167 88
Retained earnings 35,861 33,530
-----------------
-----------------
Total shareholders' equity 53,505 50,964
----------------- -----------------
Total liabilities and shareholders' equity $ 296,504 $ 297,476
================= =================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
TROPICAL SPORTSWEAR INT'L CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<CAPTION>
Thirteen Fourteen
weeks ended weeks ended
January 2, 1999 January 3, 1998
---------------------- --------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 2,331 $ 1,305
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 2,342 637
Other, net 275 (36)
Changes in operating assets and liabilities:
Accounts receivable 1,078 416
Inventories 285 (3,981)
Accounts payable and accrued expenses (22,589) (4,797)
Other, net 283 764
-------------------- --------------------
Net cash used in operating activities (15,995) (5,692)
INVESTING ACTIVITIES
Capital expenditures (2,951) (482)
Other, net 2,579 -
-------------------- --------------------
Net cash used by investing activities (372) (482)
Financing activities:
Proceeds from sale of common stock - 17,286
Retirement of preferred stock - (3,863)
Net change in long-term debt and capital leases 19,131 (7,269)
Other, net 99 -
-------------------- --------------------
Net cash provided by financing activities 19,230 6,154
-------------------- --------------------
Net increase (decrease) in cash 2,863 (20)
Cash at beginning of period 2,097 116
-------------------- --------------------
Cash at end of period 4,960 96
==================== ====================
See accompanying notes.
</TABLE>
<PAGE>
TROPICAL SPORTSWEAR INT'L CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
January 2, 1999 and October 3, 1998
(In thousands, except share and per share amounts)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Tropical Sportswear Int'l Corporation (the "Company") include the accounts of
Tropical Sportswear Int'l Corporation and its subsidiaries except that the
accounts of Savane International Corp. ("Savane", formerly known as Farah
Incorporated) are only included for the periods following June 10, 1998, the
date it was acquired. These financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not include
all information and footnotes required by generally accepted accounting
principles for complete financial statements. The unaudited condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and related notes included in the Company's Annual Report
on Form 10-K for the year ended October 3, 1998. In the opinion of management,
the unaudited condensed consolidated financial statements contain all necessary
adjustments (which include only normal, recurring adjustments) for a fair
presentation of the interim periods presented. Operating results for the
thirteen weeks ended January 2, 1999 are not necessarily indicative of results
that may be expected for the entire fiscal year ending October 2, 1999.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
January 2, October 3,
1999 1998
--------------- ------------------
<S> <C> <C>
Raw materials $11,253 $11,340
Work in process 13,238 21,886
Finished goods 59,323 50,873
--------------- ------------------
$83,814 $84,099
=============== ==================
</TABLE>
3. DEBT AND CAPITAL LEASES
Long-term debt and capital leases consist of the following:
<TABLE>
<CAPTION>
January 2, October 3,
1999 1998
--------------- ------------------
<S> <C> <C>
Revolving credit line $ 75,341 $ 55,997
Real estate loan 9,455 9,520
Senior Subordinated Notes 100,000 100,000
Capital leases 6,937 7,416
Other 1,983 1,653
--------------- ------------------
193,716 174,586
Less current maturities 2,889 3,092
--------------- ------------------
$190,827 $171,494
=============== ==================
</TABLE>
On June 10, 1998, the Company closed on a new senior credit facility (the
"Facility") which provides for borrowings of up to $110,000, subject to certain
borrowing base limitations. Borrowings under the Facility bear variable rates of
interest (8.3% at January 2, 1999) and are secured by substantially all of the
Company's domestic assets. The Facility matures in June 2003. As of January 2,
1999, excluding outstanding letters of credit of $12,145, an additional $22,514
was available for borrowings under the Facility.
4. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Thirteen Fourteen
Weeks ended Weeks ended
January 2, January 3,
1999 1998
--------------- -----------------
Numerator for basic and diluted earnings per share:
Net income $2,331 $1,305
Denominator for basic earnings per share:
Weighted average shares of common
stock outstanding 7,604,595 7,094,000
Effect of dilutive stock options using the
treasury stock method 280,311 6,600
--------------- -----------------
Denominator for diluted earnings per share 7,884,906 7,100,600
=============== =================
Net income per common share:
Basic $0.31 $0.18
=============== =================
Diluted $0.30 $0.18
=============== =================
5. ACQUISITION OF SAVANE INTERNATIONAL
The Company completed the acquisition of Savane on June 10, 1998. Total purchase
price, including cash paid for common stock acquired, cash paid for the fair
value of outstanding stock options, and fees and expenses incurred to date
amounted to $90.0 million.
The acquisition has been accounted for using the purchase method of accounting
and the Savane results of operations have been included in the consolidated
statements of income since the acquisition date. The preliminary fair value of
identifiable tangible and intangible net assets acquired is $53.2 million.
Additional exit activities and further analysis are currently being performed
which could cause this amount to be adjusted. The preliminary purchase price in
excess of net assets acquired of $36.8 million was allocated to goodwill. The
goodwill is being amortized over a period of 30 years.
Subsequent to the acquisition, the Company began performing a thorough analysis
of Savane's operations and developed a plan to exit certain activities and
terminate certain personnel. The major activities to date include, among other
things, elimination of redundant personnel, closure of two manufacturing
facilities in Costa Rica, closure of a manufacturing facility and an inventory
consolidation warehouse in Mexico, disposal of a chain of 32 retail stores,
closure of a storage facility in Texas, and the disposal of certain equipment
and other non-operating assets. As of January 2, 1999, the Company has accrued
approximately $2.7 million related to exit costs which primarily consist of
estimated lease termination costs and related expenses. Management continues to
evaluate certain acquired facilities and other long-lived assets for
compatibility with the Company's long range business plans. Any additional exit
costs or changes in the carrying value of assets will increase or decrease
goodwill until the Company's exit activities are finalized by June 1999.
The unaudited pro forma results presented below include the effects of the
acquisition as if it had been consummated at the beginning of the year prior to
acquisition. The unaudited pro forma financial information below is not
necessarily indicative of either future results of operations or results that
might have been achieved had the acquisition been consummated at the beginning
of the year prior to acquisition.
Fourteen
Weeks Ended
January 3,
1998
-----------------
Net sales $102,688
Net income (loss) (638)
Earnings (loss) per share (0.09)
6. SUPPLEMENTAL COMBINING CONDENSED FINANCIAL
The Company's Senior Subordinated Notes, due 2008 (the "Notes") are jointly and
severally guaranteed by Tropical's domestic subsidiaries. The wholly-owned
foreign subsidiaries are not guarantors with respect to the Notes and do not
have any credit arrangements senior to the Notes except for their local
overdraft facility and capital lease obligations.
The following is the supplemental combining condensed balance sheet as of
January 2, 1999 and the supplemental combining condensed statement of
operations and cash flows for the thirteen weeks ended January 2, 1999 and the
fourteen weeks ended January 3, 1998. The only intercompany eliminations are
the normal intercompany sales, borrowings and investments in wholly-owned
subsidiaries. Separate complete financial statements of the guarantor
subsidiaries are not presented because management has determined that they are
not material to investors.
6. SUPPLEMENTAL COMBINING CONDENSED FINANCIAL STATEMENTS (continued)
<TABLE>
<CAPTION>
Thirteen Weeks Ended January 2, 1999
-----------------------------------------------------------------------------
Statement of Operations Parent Guarantor Non-Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C>
Net sales $33,956 $50,484 $11,172 $(1,426) $94,186
Gross profit 8,076 16,017 3,203 - 27,296
Operating income 2,526 5,480 402 - 8,408
Interest, income taxes and other, net 1,435 2,601 211 1,830 6,077
Net income 1,091 2,879 191 (1,830) 2,331
Fourteen Weeks Ended January 3, 1998
-----------------------------------------------------------------------------
Non-
Statement of Operations Parent Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
--------- ------------- ------------ -------------- -------------
Net sales $34,912 $182 - - $35,094
Gross profit 7,968 102 - - 8,070
Operating income (loss) 2,662 67 - - 2,729
Interest, income taxes and other, net 1,274 150 - - 1,424
Net income (loss) 1,088 217 - - 1,305
As of January 2, 1999
-----------------------------------------------------------------------------------
Non-Guarantor
Balance Sheet Parent Guarantor Subsidiaries
Only Subsidiaries Eliminations Consolidated
--------- --------------- --------------- ------------ -------------
ASSETS
Cash $ 82 $ 1,393 $ 3,485 $ - $ 4,960
Accounts receivable, net 29,845 35,418 6,767 (753) 71,277
Inventories 29,558 45,633 8,623 - 83,814
Other current assets 3,174 10,870 527 (437) 14,134
--------- --------------- --------------- ------------ -------------
Total current assets 62,659 93,314 19,402 (1,190) 174,185
Property, plant and equipment, net 23,701 21,699 6,868 - 52,268
Investment in subsidiaries and other assets 183,057 108,457 3,654 (225,117) 70,051
--------- -------------
=============== =============== ============
Total asset $269,417 $223,470 $29,924 $(226,307) $296,504
========= =============== =============== ============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $12,910 $23,500 $ 5,554 $ (768) $41,196
Current portion of long-term debt and
capital leases 534 2,394 383 (422) 2,889
--------- --------------- --------------- ------------ -------------
Total current liabilities 13,444 25,894 5,937 (1,190) 44,085
Long-term debt and noncurrent portion of
capital leases 204,192 68,025 2,432 (83,822) 190,827
Other noncurrent liabilities 384 7,627 76 - 8,087
Stockholders' equity 51,397 121,924 21,479 (141,295) 53,505
========= =============== =============== ============ =============
Total liabilities and stockholders' $269,417 $223,470 $29,924 $(226,307) $296,504
equity
========= =============== =============== ============ =============
As of October 3, 1998
-----------------------------------------------------------------------------------
Non-Guarantor
Balance Sheet Parent Guarantor Subsidiaries
Only Subsidiaries Eliminations Consolidated
--------- --------------- --------------- ------------ -------------
ASSETS
Cash $ 120 $ 631 $ 1,346 $ -- $ 2,097
Accounts receivable, net 31,655 35,120 6,362 (782) 72,355
Inventories 26,354 46,717 11,028 -- 84,099
Other current assets 3,205 11,534 777 (470 15,046
--------- --------------- --------------- ------------ -------------
Total current assets 61,334 94,002 19,513 (1,252) 173,597
Property, plant and equipment, net 22,584 22,288 7,125 -- 51,997
Investment in subsidiaries and other assets 175,100 109,078 (2,909) (209,387) 71,882
========= =============== =============== ============ =============
Total asset $259,018 $225,368 $23,729 $(210,639) $297,476
========= =============== =============== ============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $24,422 $33,410 $6,529 $ (1,253) $63,108
Current installments of long-term debt and
capital leases 587 2,505 -- -- 3,092
--------- --------------- --------------- ------------ -------------
Total current liabilities 25,009 35,915 6,529 (1,253) 66,200
Long-term debt and noncurrent installments
of capital leases 184,488 62,334 2,267 (77,595) 171,494
Other noncurrent liabilities 384 8,154 280 -- 8,818
Stockholders' equity 49,137 118,965 14,653 (131,791) 50,964
========= =============== =============== ============ =============
Total liabilities and stockholders' $259,018 $225,368 $23,729 $(210,639) $297,476
equity
========= =============== =============== ============ =============
Thirteen Weeks Ended January 2, 1999
--------------------------------------------------------------------------------------
Non-
Statement of Cash Flows Parent Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
--------- --------------- --------------- ---------------- ----------------
Net cash used by operating activities $(10,485) $(4,156) $ 2,021 $ (3,375) $(15,995)
Net cash used by investing activities (2,027) 2,231 (10) (566) (372)
Net cash provided by financing activities 12,473 2,688 127 3,942 19,230
Net increase (decrease) in cash (39) 763 2,138 1 2,863
Cash, beginning of period 120 631 1,346 - 2,097
Cash, end of period 82 1,394 3,484 - 4,960
Fourteen Weeks Ended January 3, 1998
--------------------------------------------------------------------------------------
Non-
Statement of Cash Flows Parent Guarantor Guarantor
Only Subsidiaries Subsidiaries Eliminations Consolidated
--------- --------------- --------------- ---------------- ----------------
Net cash provided by operating activities $(5,701) 9 - - $(5,692)
Net cash used by investing activities (482) - - - (482)
Net cash provided by financing activities 6,154 - - - 6,154
Net increase (decrease) in cash (29) 9 - - (20)
Cash, beginning of period 107 9 - - 116
Cash, end of period 78 18 - - 96
</TABLE>
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Results of Operations
The following table sets forth, for the periods indicated, selected items in the
Company's consolidated statements of income expressed as a percentage of net
sales:
Thirteen Fourteen
Weeks ended Weeks ended
January 2, January 3,
1999 1998
-------------- ---------------
Net sales 100.0% 100.0%
Cost of goods sold 71.0 77.0
-------------- ---------------
Gross profit 29.0 23.0
Selling, general and administrative 20.1 15.2
expenses
-------------- ---------------
Operating income 8.9 7.8
Interest expense 4.9 1.3
Other, net 0.1 0.6
-------------- ---------------
Income before income taxes 3.9 5.9
Provision for income taxes 1.5 2.2
---------------
==============
Net income 2.4 3.7
============== ===============
Thirteen weeks ended January 2, 1999 compared to the fourteen weeks ended
January 3, 1998
Net Sales. Net sales increased 168.4% to $94.2 million for the first
quarter of fiscal 1999 from $35.1 million in the comparable prior year quarter.
This increase was primarily due to an increase in units sold and higher average
selling prices caused primarily by the inclusion of Savane's operating activity
from June 10, 1998, the date of the acquisition.
Gross Profit. Gross profit increased 238.2% to $27.3 million, or 29.0%
of net sales for the first quarter of fiscal 1999, from $8.1 million, or 23.0%
of net sales, for the comparable prior-year quarter. The dollar increase was
primarily due to the increase in sales volume caused primarily by the inclusion
of Savane's operating activities from the date of the acquisition. The increase
in the gross profit percentage was primarily due to a change in mix of products
to those yielding higher average selling prices and margins.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 253.6% to $18.9 million, or 20.1% of net
sales, for the first quarter of fiscal 1999, from $5.3 million, or 15.2% of net
sales, for the comparable prior year quarter. The dollar increase was primarily
due to an increase in overall volume as a result of including the operations of
Savane from the date of the acquisition. The increase in selling, general and
administrative expenses as a percent of net sales was primarily due to higher
advertising and other brand support related expenses caused by the inclusion of
Savane's operations from the date of the acquisition.
Interest Expense. Interest expense increased to $4.6 million for the
first quarter of fiscal 1999, from $447,000 for the comparable prior year
quarter. The increase was due to the increase in average outstanding borrowings
caused by the acquisition of Savane.
Income Taxes. The Company's effective income tax rate for the first
quarter of fiscal 1999 was 37.4% compared to 37.3% in the comparable prior year
quarter. These rates are based on the Company's expected effective annual tax
rate.
Net Income. As a result of the above factors, net income increased
78.6% to $2.3 million for the first quarter of fiscal 1999 from $1.3 million for
the comparable prior-year quarter.
Liquidity and Capital Resources
On June 10, 1998, the Company closed on a new senior credit facility (the
"Facility") which provides for borrowings of up to $110 million, subject to
certain borrowing base limitations. The Facility was obtained in conjunction
with the Company's acquisition of Savane and was used to refinance indebtedness
then outstanding under the Company's previous senior credit facility, to
refinance indebtedness of Savane, to pay fees incurred in connection with the
acquisition of Savane and with the Facility, and for general corporate purposes.
Borrowings under the Facility bear variable rates of interest (8.3% at January
2, 1999) and are secured by substantially all of the Company's domestic assets.
The Facility matures in June 2003. As of January 2, 1999, excluding outstanding
letters of credit of $12.1 million, an additional $22.6 was available for
borrowings under the Facility.
During the thirteen weeks ended January 2, 1999, the Company used $16.0 million
of cash in its operating activities, primarily due to seasonal decreases in
accounts payable and accrued expenses of $22.6 million, including the payment of
$5.3 million of accrued interest on the Company's senior subordinated notes.
These uses were offset, in part, by net income of $2.3 million, which included
non-cash expenses of $2.3 million, and a reduction in accounts receivable of
$1.1 million.
Capital expenditures totaled $2.9 million for the first quarter of fiscal 1999
and are expected to approximate $12.0 million for the entire fiscal year. The
expenditures to date and expenditures expected for the remainder of the fiscal
year primarily relate to the upgrade or replacement of the Company's existing
computer systems and equipment, as well as the expansion of its Tampa
distribution center.
The Company believes that its existing working capital, the Facility, and
internally generated funds are adequate for its working capital needs for the
remainder of the fiscal year.
Impact of the Year 2000 Issue
The Company believes that its computer programs and systems are Year 2000
compliant. Should there be any portions of the Company's information systems
that were overlooked in the remediation process, or become susceptible to The
Year 2000 Issue subsequent to such remediation as the result of interaction with
supplier or customer systems, or otherwise, the impact could be felt throughout
the Company's main operating system which includes subsystems related to
customer analysis, order processing, planning, procurement, production and
sales.
The Company has communicated with all significant suppliers and large customers
to determine the extent to which the Company is vulnerable to those third
parties' failure to remediate their own Year 2000 Issues. As of the date of this
report, substantially all of the Company's supplier and customers have informed
the Company that their systems are or will be Year 2000 compliant within the
next six months. If certain suppliers were not able to remediate their own Year
2000 issues, it could affect the Company's ability to order and receive raw
materials shipments on a timely basis, which will have a direct and adverse
impact on the Company's production schedule. This will then affect the Company's
ability to fill customer orders on a timely basis, the result of which may be a
loss of customer sales. In addition, if the Company's customers do not remediate
their systems, it could affect the Company's ability to receive order
information through EDI and receive POS inventory information, both of which
will also have a direct and adverse impact on the Company's sales.
For further discussion of this matter, see "Management's Discussion and Analysis
of Financial Condition and Results of Operations Impact of the Year 2000 Issue"
and "Business - Management Information Systems" in the Company's Annual Report
on Form 10-K.
Seasonality
Historically, the Company's business has been seasonal, with slightly higher
sales and income in the second and fourth fiscal quarters, just prior to and
during the two peak retail selling seasons for spring and fall merchandise. In
addition, certain of the Company's products, such as shorts and corduroy pants,
tend to be seasonal in nature. In the event such products represent a greater
percentage of the Company's sales in the future, the seasonality of the
Company's sales may be increased.
Factors Affecting the Company's Business and Prospects
This report contains forward-looking statements with respect to anticipated
future results, which are subject to risks and uncertainties that could cause
actual results to differ materially from anticipated results. These risks and
uncertainties include, but are not limited to: the continued success of our
integration of the operations of Savane/Farah; the continued commitment to our
products by our major customers; the financial strength of our major customers;
the acceptance by the market of our new womenswear products; the ability to
continue to use certain licensed trademarks and tradenames, including John
Henry(R), Bill Blass(R) and Van Heusen(R); general economic conditions,
including the price and availability of raw materials and global manufacturing
costs and restrictions; the ability of our information systems to respond to
changing business needs and the ability of those same systems to function in the
Year 2000; and other risk factors listed from time to time in the Company's
SEC reports and announcements. In addition, the estimated financial results for
the first quarter do not necessarily indicate the results that may be expected
for any future quarters or for the entire fiscal year.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates, foreign
exchange rates and commodity prices. The Company does not use any hedging
transactions in order to modify the risk from these interest rate, foreign
currency exchange rate and commodity price fluctuations. The Company also does
not use financial instruments for trading purposes and is not a party to
any leveraged derivatives.
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits filed herewith
Exhibit 10.23 Second Amendment to Loan and Security Agreement
between Tropical Sportswear Int'l Corporation,
Savane International Corp., Apparel Network
Corporation and Fleet Capital Corporation,
dated August 27, 1998
Exhibit 10.24 Third Amendment to Loan and Security Agreement
between Tropical Sportswear Int'l Corporation,
Savane International Corp., Apparel Network
Corporation and Fleet Capital Corporation,
dated December 31, 1998
Exhibit 27.2 Financial Data Schedule as of January 2, 1999
(filed for SEC purposes only)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the thirteen week
period ended January 2, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TROPICAL SPORTSWEAR INT'L CORPORATION
(Registrant)
/s/ N. Larry McPherson
N. Larry McPherson
Executive Vice President,
and Treasurer
(in the dual capacity of duly authorized
officer and principal accounting officer)
February 16, 1999
<PAGE>
TROPICAL SPORTSWEAR INT'L CORPORATION
FORM 10-Q INDEX TO EXHIBITS
PAGE
Exhibit 10.23 Second Amendment to Loan and Security 15
Agreement between Tropical Sportswear
Int'l Corporation, Savane International
Corp., Apparel Network Corporation and
Fleet Capital Corporation, dated August
27, 1998
Exhibit 10.24 Third Amendment to Loan and Security 22
Agreement between Tropical Sportswear
Int'l Corporation, Savane International
Corp., Apparel Network Corporation and
Fleet Capital Corporation, dated December
31, 1998
Exhibit 27.2 Financial Data Schedule as of January 2, 28
1999 (filed for SEC purposes only)
EXHIBIT 10.23
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made and entered into this 27th day of August, 1998, by and between TROPICAL
SPORSTWEAR INT'L CORPORATION, a Florida corporation ("Tropical"), TROPICAL
SPORTSWEAR COMPANY, INC., a Delaware corporation ("TSCI"), SAVANE INTERNATIONAL
CORP., a Texas corporation (formerly known as Farah Incorporated) ("Savane"),
and APPAREL NETWORK CORPORATION, a Florida corporation ("Apparel") (Tropical,
TSCI, Savane and Apparel collectively referred to hereinafter as "Borrowers" and
individually as a "Borrower") each with its chief executive office and principal
place of business at 4902 West Waters Avenue, Tampa, Florida 33634-1302; the
various financial institutions listed on the signature pages hereof and their
respective successors and permitted assigns which become "Lenders" as provided
in the Loan Agreement (as defined below); and FLEET CAPITAL CORPORATION, a Rhode
Island corporation, in its capacity as collateral and administrative agent for
the Lenders (together with its successors in such capacity, "Agent") with an
office at 300 Galleria Parkway, N.W., Suite 800, Atlanta, Georgia 30339.
Recitals:
Borrowers, Agent and Lenders, are parties to a certain Loan and
Security Agreement dated June 10, 1998, as amended by that certain First
Amendment to Loan and Security Agreement dated July 9, 1998 (as at any time
amended, the "Loan Agreement"), pursuant to which Lenders have made certain
revolving credit loans and letter of credit accommodations to Borrowers.
Borrowers have requested that Agent and Lenders modify the terms of the
Loan Agreement to increase the maximum amount of standby letters of credit
available to Borrowers.
Agent and Lenders are willing to amend the Loan Agreement on the terms
and conditions as hereinafter set forth.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Definitions. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.
2. Amendment to Loan Agreement. The Loan Agreement is hereby amended as
follows:
<PAGE>
(a) By deleting subsection (ii) in the definition of "LC Conditions" in
Section 1 of the Loan Agreement and by substituting the following new subsection
(ii) in lieu thereof:
(ii) after giving effect to the issuance of the requested
Letter of Credit and all other unissued Letters of Credit for
which an LC Application has been signed by Fleet, the LC
Outstandings would not exceed in the aggregate $20,000,000
with respect to documentary Letters of Credit or $5,000,000
with respect to standby Letters of Credit and no
Out-of-Formula Condition would exist, and, if no Revolver
Loans are outstanding, the LC Outstandings do not exceed the
Borrowing Base;
(b) By deleting the definition of "LC Reserve" in Section 1 of the
Loan Agreement in its entirety and by substituting the following new definition
in lieu thereof:
LC Reserve - at any date, (i) 40% of the face amount
of all documentary Letters of Credit outstanding on such date
plus (ii) 40% of the face amount of the Congress LC
outstanding on such date plus (iii) 100% of the face amount of
all standby Letters of Credit outstanding on such date.
(c) By adding the following new definition of "Congress LC" to
Section 1 of the Loan Agreement in proper alphabetical sequence:
Congress LC - that certain standby letter of credit
issued by Bank to Congress Financial Corporation for the
account of Borrowers on July 2, 1998, in the face amount of
$4,575,294.10.
3. Acknowledgments and Stipulations. Each Borrower acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by such
Borrower are legal, valid and binding obligations of such Borrower that are
enforceable against such Borrower in accordance with the terms thereof; all of
the Obligations are owing and payable without defense, offset or counterclaim
(and to the extent there exists any such defense, offset or counterclaim on the
date hereof, the same is hereby waived by each Borrower); the security interests
and liens granted by each Borrower in favor of Agent are duly perfected, first
priority security interests and liens; and the unpaid principal amount of the
Revolver Loans on and as of the close of business on August 25, 1998, totaled
$60,455,480.62.
<PAGE>
4. Representations and Warranties. Each Borrower represents and
warrants to Agent and Lenders, to induce Agent and Lenders to enter into this
Amendment, that no Default or Event of Default exists on the date hereof; the
execution, delivery and performance of this Amendment have been duly authorized
by all requisite corporate action on the part of such Borrower and this
Amendment has been duly executed and delivered by such Borrowers; and all of the
representations and warranties made by Borrowers in the Loan Agreement are true
and correct on and as of the date hereof, except to the extent any
representation or warranty specifically relates to an earlier date.
5. Expenses of Agent. Borrowers jointly and severally agree to pay, on
demand, all costs and expenses incurred by Agent in connection with the
preparation, negotiation and execution of this Amendment and any other Loan
Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the reasonable costs and
fees of Agent's legal counsel and any taxes or expenses associated with or
incurred in connection with any instrument or agreement referred to herein or
contemplated hereby.
6. Effectiveness; Governing Law. This Amendment shall be effective upon
acceptance by Agent and Lenders in Atlanta, Georgia (notice of which acceptance
is hereby waived), whereupon the same shall be governed by and construed in
accordance with the internal laws of the State of Georgia.
7. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
8. No Novation, etc.. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Loan Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Loan
Agreement as herein modified shall continue in full force and effect.
9. Counterparts; Telecopied Signatures. This Amendment may be executed
in any number of counterparts and by different parties to this Agreement on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.
10. Further Assurances. Each Borrower agrees to take such further
actions as Agent and Lenders shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.
11. Section Titles. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.
<PAGE>
12. Release of Claims. To induce Agent and Lenders to enter into this
Amendment, each Borrower hereby release, acquits and forever discharges Agent
and Lenders, and all officers, directors, agents, employees, successors and
assigns of Agent and Lenders, from any and all liabilities, claims, demands,
actions or causes or actions of any kind or nature (if there be any), whether
absolute or contingent, disputed or undisputed, at law or in equity, or known or
unknown, that such Borrower now has or ever had against Agent and Lenders
arising under or in connection with any of the Loan Documents or otherwise.
13. Waiver of Jury Trial. To the fullest extent permitted by applicable
law, the parties hereto each hereby waives the right to trial by jury in any
action, suit, counterclaim or proceeding arising out of or related to this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
BORROWERS:
ATTEST: TROPICAL SPORTSWEAR INT'L
CORPORATION
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
ATTEST: TROPICAL SPORTSWEAR COMPANY, INC.
/s/ N. Larry McPherson
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
ATTEST: SAVANE INTERNATIONAL CORP.
(f/k/a Farah Incorporated)
/s/ N. Larry McPherson
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
ATTEST: APPAREL NETWORK CORPORATION
/s/ N. Larry McPherson
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
<PAGE>
LENDERS:
FLEET CAPITAL CORPORATION
/s/ Elizabeth L. Walker
By: Elizabeth L. Walker
Title: Senior Vice President
NATIONSBANC COMMERCIAL CORPORATION
/s/ Andrea Jackson
By: Andrea Jackson
Title: Vice President
FIRST UNION NATIONAL BANK
/s/ Jill Travis
By: Jill Travis
Title: Vice President
DEUTSCHE FINANCIAL SERVICES
CORPORATION
/s/ Jeff Goliver
By: Jeff Goliver
Title: Senior Vice President
AGENT:
FLEET CAPITAL CORPORATION,
as Agent
/s/ Elizabeth L. Walker
By: Elizabeth L. Walker
Title: Senior Vice President
EXHIBIT 10.24
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment")
is made and entered into this 31st day of December, 1998, by and between
TROPICAL SPORSTWEAR INT'L CORPORATION, a Florida corporation ("Tropical"),
TROPICAL SPORTSWEAR COMPANY, INC., a Delaware corporation ("TSCI"), SAVANE
INTERNATIONAL CORP., a Texas corporation (formerly known as Farah Incorporated)
("Savane"), and APPAREL NETWORK CORPORATION, a Florida corporation ("Apparel")
(Tropical, TSCI, Savane and Apparel collectively referred to hereinafter as
"Borrowers" and individually as a "Borrower") each with its chief executive
office and principal place of business at 4902 West Waters Avenue, Tampa,
Florida 33634-1302; the various financial institutions listed on the signature
pages hereof and their respective successors and permitted assigns which become
"Lenders" as provided in the Loan Agreement (as defined below); and FLEET
CAPITAL CORPORATION, a Rhode Island corporation, in its capacity as collateral
and administrative agent for the Lenders (together with its successors in such
capacity, "Agent") with an office at 300 Galleria Parkway, N.W., Suite 800,
Atlanta, Georgia 30339.
Recitals:
Borrowers, Agent and Lenders, are parties to a certain Loan and
Security Agreement dated June 10, 1998, as amended by that certain First
Amendment to Loan and Security Agreement dated July 9, 1998, and that certain
Second Amendment to Loan and Security Agreement dated August 27, 1998 (as at any
time amended, the "Loan Agreement"), pursuant to which Lenders have made certain
revolving credit loans and letter of credit accommodations to Borrowers.
Borrower is currently in default under the Loan Agreement due to
Borrowers breach of the tangible net worth covenant. Borrowers have requested
that Agent and Lenders waive the existing default under the Loan Agreement and
amend the terms of the Loan Agreement to modify the tangible net worth covenant.
Agent and Lenders are willing to waive the default and amend the Loan
Agreement on the terms and conditions as hereinafter set forth.
NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good
and valuable consideration, the receipt and sufficiency of which are hereby
severally acknowledged, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Definitions. All capitalized terms used in this Amendment, unless
otherwise defined herein, shall have the meaning ascribed to such terms in the
Loan Agreement.
2. Amendment to Loan Agreement. The Loan Agreement is hereby amended as
follows:
(a) By deleting the definition of "Consolidated Tangible Net Worth" in
Section 1 of the Loan Agreement and by substituting the following definition in
lieu thereof:
Consolidated Tangible Net Worth - on any date of
determination, the Consolidated net worth of Borrowers on such
date as determined in accordance with GAAP, after adding
thereto the outstanding principal amount of the Senior
Subordinated Notes (not to exceed $100,000,000) and after
deducting therefrom the amount of all intangible items
reflected therein, including all unamortized debt discount and
expense, unamortized research and development expense,
unamortized deferred charges, goodwill, patents, trademarks,
service marks, trade names, copyrights, unamortized excess
cost of investment in Subsidiaries over equity at dates of
acquisition, and all similar items which should properly be
treated as intangibles in accordance with GAAP.
(b) By deleting Section 10.3.1 of the Loan Agreement in its entirety
and by substituting the following new Section 10.3.1 in lieu thereof:
10.3.1. Consolidated Tangible Net Worth.
Maintain, as of the end of each Fiscal Quarter, Consolidated
Tangible Net Worth of not less than the amount shown below for
the period corresponding thereto:
Period Amount
Fiscal Quarter ending $95,000,000
January 2, 1999
Fiscal Quarter ending $99,000,000
April 3, 1999
Fiscal Quarter ending $103,000,000
July 3, 1999
Each Fiscal Quarter thereafter $103,000,000
plus $4,000,000 for each
additional Fiscal Quarter
after October 1, 1999
3. Limited Waiver of Default. An Event of Default has occurred and
currently exists under the Loan Agreement as a result of Borrowers' breach of
Section 10.3.1 of the Loan Agreement (the "Designated Default"). The Designated
Default exists because of Borrowers' failure to maintain the required
Consolidated Tangible Net Worth set forth in Section 10.3.1. Each Borrower
represents and warrants that the Designated Default is the only Default or Event
of Default that exists under the Loan Agreement and the other Loan Documents as
of the date hereof. Agent and Lenders hereby waive the Designated Default in
existence on the date hereof. In no event shall such waiver be deemed to
constitute a waiver of (a) any Default or Event of Default other than the
Designated Default in existence on the date of this Amendment or (b) each
Borrower's obligation to comply with all of the terms and conditions of the Loan
Agreement and the other Loan Documents from and after the date hereof.
Notwithstanding any prior, temporary mutual disregard of the terms of any
contracts between the parties, each Borrower hereby agrees that it shall be
required strictly to comply with all of the terms of the Loan Documents on and
after the date hereof.
4. Acknowledgments and Stipulations. Each Borrower acknowledges and
stipulates that the Loan Agreement and the other Loan Documents executed by such
Borrower are legal, valid and binding obligations of such Borrower that are
enforceable against such Borrower in accordance with the terms thereof; all of
the Obligations are owing and payable without defense, offset or counterclaim
(and to the extent there exists any such defense, offset or counterclaim on the
date hereof, the same is hereby waived by each Borrower); the security interests
and liens granted by each Borrower in favor of Agent are duly perfected, first
priority security interests and liens; and the unpaid principal amount of the
Revolver Loans on and as of the close of business on December 30, 1998, totaled
$74,663,679.51.
5. Representations and Warranties. Each Borrower represents and
warrants to Agent and Lenders, to induce Agent and Lenders to enter into this
Amendment, that no Default or Event of Default exists on the date hereof; the
execution, delivery and performance of this Amendment have been duly authorized
by all requisite corporate action on the part of such Borrower and this
Amendment has been duly executed and delivered by such Borrowers; and all of the
representations and warranties made by Borrowers in the Loan Agreement are true
and correct on and as of the date hereof, except to the extent any
representation or warranty specifically relates to an earlier date.
6. Expenses of Agent. Borrowers jointly and severally agree to pay, on
demand, all costs and expenses incurred by Agent in connection with the
preparation, negotiation and execution of this Amendment and any other Loan
Documents executed pursuant hereto and any and all amendments, modifications,
and supplements thereto, including, without limitation, the reasonable costs and
fees of Agent's legal counsel and any taxes or expenses associated with or
incurred in connection with any instrument or agreement referred to herein or
contemplated hereby.
7. Effectiveness; Governing Law. This Amendment shall be effective upon
acceptance by Agent and Lenders in Atlanta, Georgia (notice of which acceptance
is hereby waived), whereupon the same shall be governed by and construed in
accordance with the internal laws of the State of Georgia.
8. Successors and Assigns. This Amendment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
9. No Novation, etc.. Except as otherwise expressly provided in this
Amendment, nothing herein shall be deemed to amend or modify any provision of
the Loan Agreement or any of the other Loan Documents, each of which shall
remain in full force and effect. This Amendment is not intended to be, nor shall
it be construed to create, a novation or accord and satisfaction, and the Loan
Agreement as herein modified shall continue in full force and effect.
10. Counterparts; Telecopied Signatures. This Amendment may be executed
in any number of counterparts and by different parties to this Agreement on
separate counterparts, each of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement.
Any signature delivered by a party by facsimile transmission shall be deemed to
be an original signature hereto.
11. Further Assurances. Each Borrower agrees to take such further
actions as Agent and Lenders shall reasonably request from time to time in
connection herewith to evidence or give effect to the amendments set forth
herein or any of the transactions contemplated hereby.
12. Section Titles. Section titles and references used in this
Amendment shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreements among the parties hereto.
13. Release of Claims. To induce Agent and Lenders to enter into this
Amendment, each Borrower hereby release, acquits and forever discharges Agent
and Lenders, and all officers, directors, agents, employees, successors and
assigns of Agent and Lenders, from any and all liabilities, claims, demands,
actions or causes or actions of any kind or nature (if there be any), whether
absolute or contingent, disputed or undisputed, at law or in equity, or known or
unknown, that such Borrower now has or ever had against Agent and Lenders
arising under or in connection with any of the Loan Documents or otherwise.
14. Waiver of Jury Trial. To the fullest extent permitted by applicable
law, the parties hereto each hereby waives the right to trial by jury in any
action, suit, counterclaim or proceeding arising out of or related to this
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal and delivered by their respective duly authorized
officers on the date first written above.
BORROWERS:
ATTEST: TROPICAL SPORTSWEAR INT'L
CORPORATION
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
ATTEST: TROPICAL SPORTSWEAR COMPANY, INC.
/s/ N. Larry McPherson
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
ATTEST: SAVANE INTERNATIONAL CORP.
(f/k/a Farah Incorporated)
/s/ N. Larry McPherson
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
ATTEST: APPAREL NETWORK CORPORATION
/s/ N. Larry McPherson
/s/ Regina M. Ifland By: N. Larry McPherson
Assistant Secretary Title: Executive Vice President
[CORPORATE SEAL] Finance and Operations
<PAGE>
LENDERS:
FLEET CAPITAL CORPORATION
/s/ Elizabeth L. Walker
By: Elizabeth L. Walker
Title: Senior Vice President
NATIONSBANC COMMERCIAL CORPORATION
/s/ Andrea Jackson
By: Andrea Jackson
Title: Vice President
FIRST UNION NATIONAL BANK
/s/ Jill Travis
By: Jill Travis
Title: Vice President
DEUTSCHE FINANCIAL SERVICES
CORPORATION
/s/ Jeff Goliver
By: Jeff Goliver
Title: Senior Vice President
AGENT:
FLEET CAPITAL CORPORATION,
as Agent
/s/ Elizabeth L. Walker
By: Elizabeth L. Walker
Title: Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27.1
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS ENDED JANUARY 2, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-02-1999
<PERIOD-START> OCT-04-1998
<PERIOD-END> JAN-02-1999
<CASH> 4,960
<SECURITIES> 0
<RECEIVABLES> 71,277
<ALLOWANCES> 1,040
<INVENTORY> 83,814
<CURRENT-ASSETS> 174,185
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 296,504
<CURRENT-LIABILITIES> 44,085
<BONDS> 190,827
0
0
<COMMON> 76
<OTHER-SE> 53,429
<TOTAL-LIABILITY-AND-EQUITY> 296,504
<SALES> 94,186
<TOTAL-REVENUES> 94,186
<CGS> 66,890
<TOTAL-COSTS> 66,890
<OTHER-EXPENSES> 18,888
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,573
<INCOME-PRETAX> 3,722
<INCOME-TAX> 1,391
<INCOME-CONTINUING> 2,331
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,331
<EPS-PRIMARY> 0.31
<EPS-DILUTED> 0.30
</TABLE>
