<PAGE> 1
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 September 30, 1995
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 1-8941
FRUIT OF THE LOOM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3361804
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 SEARS TOWER,
233 SOUTH WACKER DRIVE,
CHICAGO, ILLINOIS 60606
(Address of principal executive offices, including Zip Code)
(312) 876-1724
(Registrant's telephone number, including area code)
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 _____
Common shares outstanding at October 31, 1995: 69,199,056 shares of Class A
Common Stock, $.01 par value and 6,690,976 shares of Class B Common Stock, $.01
par value.
<PAGE> 2
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheet; September
30, 1995 (Unaudited) and December 31,
1994 2
Condensed Consolidated Statement of Earnings
(Unaudited); Three and Nine Months Ended
September 30, 1995 and 1994 3
Condensed Consolidated Statement of Cash Flows
(Unaudited); Nine Months Ended September
30, 1995 and 1994 4
Notes to Condensed Consolidated Financial
Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
<PAGE> 3
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands of dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
--------------- ----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
- ------
Current Assets
Cash and cash equivalents (including
restricted cash) . . . . . . . . . . . . . . . . . $ 14,400 $ 49,400
Notes and accounts receivable
(less allowance for possible losses
of $26,100 and $20,700, respectively) . . . . . . 364,100 295,600
Inventories
Finished goods . . . . . . . . . . . . . . . . . . 605,300 496,200
Work in process . . . . . . . . . . . . . . . . . 177,100 141,500
Materials and supplies . . . . . . . . . . . . . . 54,100 39,100
Other . . . . . . . . . . . . . . . . . . . . . . . 46,500 54,800
--------------- ----------------
Total current assets . . . . . . . . . . . . . 1,261,500 1,076,600
--------------- ----------------
Property, Plant and Equipment . . . . . . . . . . . . . . . 1,613,200 1,531,400
Less accumulated depreciation . . . . . . . . . . . . 561,000 473,200
--------------- ----------------
Net property, plant and equipment . . . . . . 1,052,200 1,058,200
--------------- ----------------
Other Assets
Goodwill (less accumulated amortization
of $270,700 and $242,400, respectively) . . . . . 937,600 965,800
Other . . . . . . . . . . . . . . . . . . . . . . . 65,700 62,900
--------------- ----------------
Total other assets . . . . . . . . . . . . . . 1,003,300 1,028,700
--------------- ----------------
$ 3,317,000 $ 3,163,500
=============== ================
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
Current Liabilities
Current maturities of long-term debt . . . . . . . . $ 15,500 $ 23,100
Trade accounts payable . . . . . . . . . . . . . . . . 50,800 113,300
Other accounts payable and accrued expenses . . . . . 240,000 195,400
--------------- ----------------
Total current liabilities . . . . . . . . . . 306,300 331,800
--------------- ----------------
Noncurrent Liabilities
Long-term debt . . . . . . . . . . . . . . . . . . . . 1,498,900 1,440,200
Deferred income taxes . . . . . . . . . . . . . . . . 56,700 43,400
Other noncurrent liabilities . . . . . . . . . . . . . 243,700 222,300
--------------- ----------------
Total noncurrent liabilities . . . . . . . . . 1,799,300 1,705,900
--------------- ----------------
Common Stockholders' Equity . . . . . . . . . . . . . . . 1,211,400 1,125,800
--------------- ----------------
$ 3,317,000 $ 3,163,500
=============== ================
</TABLE>
See accompanying notes.
2
<PAGE> 4
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED)
(In thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------- --------------------------------
1995 1994 1995 1994
------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Net sales . . . . . . . . . . . . . . . . $ 641,300 $ 640,400 $ 1,894,300 $ 1,713,800
Cost of sales . . . . . . . . . . . . . . . . 450,400 438,900 1,330,400 1,175,700
------------- ------------- ------------ -------------
Gross earnings . . . . . . . . . . . . . 190,900 201,500 563,900 538,100
Selling, general and
administrative expenses . . . . . . . . . . 99,500 93,900 291,400 255,600
Goodwill amortization . . . . . . . . . . . . 9,500 9,200 28,300 25,900
------------- ------------- ------------ -------------
Operating earnings . . . . . . . . . . . 81,900 98,400 244,200 256,600
Interest expense . . . . . . . . . . . . . . (30,000) (25,700) (89,100) (70,600)
Other (expense) income - net . . . . . . . . (2,600) 800 (2,200) 3,100
-------------- ------------- ------------- -------------
Earnings before income tax expense . . . 49,300 73,500 152,900 189,100
Income tax expense . . . . . . . . . . . . . 24,800 33,300 72,200 85,100
------------- ------------- ------------ -------------
Net earnings . . . . . . . . . . . . . . $ 24,500 $ 40,200 $ 80,700 $ 104,000
============= ============= ============ =============
Earnings per common share . . . . . . . . . . $ .32 $ .53 $ 1.06 $ 1.37
============= ============= ============ =============
Average common shares outstanding . . . 76,000 76,000 76,000 76,000
============= ============= ============ =============
</TABLE>
See accompanying notes.
3
<PAGE> 5
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(In thousands of dollars)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
1995 1994
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,700 $ 104,000
Adjustments to reconcile to net cash
(used for) provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . 127,400 111,400
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . 13,300 4,000
Increase in working capital . . . . . . . . . . . . . . . . . . (237,300) (129,500)
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,700) 23,700
------------ ----------
Net cash (used for) provided by operating activities . . . . (20,600) 113,600
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . (88,300) (182,500)
Less amount attributable to capital leases . . . . . . . . . . . . . -- 36,200
----------- ----------
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . (88,300) (146,300)
Acquisition of Gitano . . . . . . . . . . . . . . . . . . . . . . . -- (90,800)
Acquisition of Pro Player . . . . . . . . . . . . . . . . . . . . . -- (56,500)
Acquisition of Artex . . . . . . . . . . . . . . . . . . . . . . . . -- (45,000)
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,600 1,700
----------- ----------
Net cash used for investing activities . . . . . . . . . . . (62,700) (336,900)
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt . . . . . . . . . . . . 64,700 198,400
Principal payments on long-term debt
and capital leases . . . . . . . . . . . . . . . . . . . . . . . (16,800) (30,500)
Other-net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 400 700
----------- ----------
Net cash provided by financing activities . . . . . . . . . 48,300 168,600
----------- ----------
Net decrease in Cash and cash
equivalents (including restricted cash) . . . . . . . . . . . . (35,000) (54,700)
Cash and cash equivalents (including restricted
cash) at beginning of period . . . . . . . . . . . . . . . . . . 49,400 74,200
----------- ----------
Cash and cash equivalents (including restricted
cash) at end of period . . . . . . . . . . . . . . . . . . . . . $ 14,400 $ 19,500
=========== ==========
</TABLE>
See accompanying notes.
4
<PAGE> 6
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. No dividends were declared on the Company's common stock for the three
and nine month periods ended September 30, 1995 and 1994.
2. In December 1993, in connection with a transaction with Acme Boot
Company, Inc. ("Acme Boot") through which the Company received
approximately $72,900,000 in cash proceeds for its investment in Acme
Boot, the Company guaranteed, on an unsecured basis, the repayment of
debt incurred or created under Acme Boot's bank credit facility (the
"Acme Boot Credit Facility"). The Acme Boot Credit Facility provides
for up to $30,000,000 of loans and letters of credit and is secured by
first liens on substantially all of the assets of Acme Boot and its
subsidiaries.
In April 1995, Acme Boot entered into an additional secured credit
facility with its bank lender (the "New Acme Credit Agreement"). The
New Acme Credit Agreement provided for up to $40,000,000 in
borrowings and initially expires in January 1996, with an extension to
January 1997 at the option of Acme Boot. In April 1995, Acme Boot used
approximately $25,400,000 under this facility to repurchase certain of
its debt, preferred stock and common stock. In November 1995, Acme
Boot used approximately $11,300,000 under this facility to repurchase
substantially all of the remaining portions of its publicly held debt,
preferred stock and common stock issues. The New Acme Credit
Agreement is secured by a second lien on substantially all of the
assets (which are approximately $82,800,000 at September 30, 1995) of
Acme Boot and its subsidiaries. In addition, the Company has
guaranteed, on an unsecured basis, repayment of debt incurred or
created under the New Acme Credit Agreement. In exchange for the
additional guarantee, the Company received $6,000,000 of initial
liquidation preference of Acme Boot's Series C 10% Redeemable Junior
Preferred Stock (the "Junior Preferred Stock").
The Acme Boot Credit Facility and the New Acme Credit Agreement
provide that no dividends may be paid in cash on the Junior Preferred
Stock subject to certain tests. The Junior Preferred Stock carries
voting rights representing 5% of the total voting power of Acme Boot
so long as any of Acme Boot's 12 1/2% Series B Prefered Stock (the
"Acme 12 1/2% Preferred Stock") is outstanding. The Acme 12 1/2%
Preferred Stock currently carries voting rights representing in the
aggregate 25% of the total voting power of Acme Boot. If none of the
Acme 12 1/2% Preferred Stock is outstanding; the Junior Preferred
Stock will carry voting rights representing 25% of the total voting
power of Acme Boot.
5
<PAGE> 7
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
(UNAUDITED)
3. The condensed consolidated financial statements contained herein
should be read in conjunction with the consolidated financial
statements and related notes contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 1994.
The information furnished herein reflects all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of
management, necessary to a fair statement of the results of the
interim periods and is not necessarily indicative of results for the
entire year.
The Company uses the last-in, first-out ("LIFO") method of accounting
for the majority of inventories for financial reporting purposes.
Interim determinations of LIFO inventories are necessarily based on
management's estimates of year-end inventory levels and costs.
Subsequent changes in these estimates, including the final year-end
LIFO determination, and the effect of such changes on earnings are
recorded in the interim periods in which they occur.
6
<PAGE> 8
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the accompanying
condensed consolidated financial statements for the period ended September 30,
1995 and the Company's Annual Report on Form 10-K for the year ended December
31, 1994.
The table below sets forth selected operating data (in millions of dollars and
as percentages of net sales) of the Company.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- -----------------------------
1995 1994 1995 1994
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 641.3 $ 640.4 $ 1,894.3 $ 1,713.8
Gross earnings $ 190.9 $ 201.5 $ 563.9 $ 538.1
Gross margin 29.8% 31.5% 29.8% 31.4%
Operating earnings $ 81.9 $ 98.4 $ 244.2 $ 256.6
Operating margin 12.8% 15.4% 12.9% 15.0%
</TABLE>
NET SALES
Net sales increased .1% and 10.5%, respectively, in the third quarter and
first nine months of 1995 compared to the same periods of 1994. The increase in
net sales in the third quarter was primarily due to price increases in all of
the Company's businesses. In addition, the inclusion of the results of Pro
Player Inc. ("Pro Player"), which was acquired in August 1994, and the
inclusion of the revenues of the Company's jeans and sportswear subsidiary,
Gitano Fashions Limited ("Gitano"), the assets of which were acquired in late
March 1994, also contributed to the increase in net sales. Gitano's revenues
now reflect Gitano's transition to a traditional wholesale operation from a
marketing service organization in late 1994. These increases were offset by
lower unit volume of the Company's activewear and casualwear T-shirt and
casualwear fleece products as a result of the sluggish retail environment, warm
weather, a weak back-to-school selling season and competitive selling
pressures. In addition, lower unit volume of certain of the Company's licensed
sports apparel businesses, which have been adversely affected by reduced
consumer demand caused by labor issues in certain of the professional sports
leagues, resulted in lower sales levels in the 1995 period. The increased net
sales in the nine months ended September 30, 1995 were principally due to price
increases in all of the Company's businesses, the Gitano and Pro Player
acquisitions and volume increases in underwear and international operations.
These increases were partially offset by the aforementioned lower volume in
activewear and casualwear T-shirt, casualwear fleece and certain licensed
sports apparel products.
7
<PAGE> 9
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
GROSS EARNINGS
Gross earnings decreased 5.3% in the third quarter of 1995 compared to the same
period of 1994. Gross earnings increased 4.8% in the first nine months of 1995
compared to the same period of 1994. The gross margin was 29.8% in both the
third quarter and first nine months of 1995 compared to 31.5% and 31.4%,
respectively, in the same periods of 1994. The decrease in gross earnings in
the third quarter comparison is due principally to the lower unit volume in
activewear and casualwear combined with the unfavorable effects of operating
certain facilities on reduced production schedules in response to lower than
expected consumer demand. The increase in gross earnings in the nine month
comparison is primarily due to the effect of the price increases and sales
volume increases which more than offset the effects of cost increases and the
unfavorable effects of operating certain facilities on reduced production
schedules.
The gross margins for both comparisons have been negatively affected by higher
raw material costs, other general cost increases and the unfavorable effects of
operating certain facilities on reduced production schedules. Higher sales of
closeouts and discontinued products, principally in the Company's casualwear
and licensed sports apparel businesses as a result of the Company's decision to
eliminate a number of product offerings in the fourth quarter of 1994, also had
a negative impact on gross margin. In addition, a higher proportion of lower
margin Gitano and casualwear products and an unfavorable product mix in
international operations contributed to the gross margin decline. These
decreases were partially offset by price increases.
OPERATING EARNINGS
Operating earnings decreased 16.8% compared to the third quarter of 1994 while
the operating margin decreased 2.6 percentage points to 12.8% of net sales for
the quarter ended September 30, 1995. For the first nine months of 1995,
operating earnings decreased 4.8% compared to the same period of 1994 while the
operating margin decreased 2.1 percentage points to 12.9% for the first nine
months of 1995. The decrease in operating earnings in the third quarter
comparison resulted from lower gross earnings combined with higher selling,
general and administrative expenses. The decrease in operating earnings for
the nine month comparison resulted from higher selling, general and
administrative expenses which more than offset increased gross earnings.
Higher selling, general and administrative costs in the nine month comparison
arose from the inclusion of the Gitano and Pro Player operations acquired at
various dates in 1994, and in the three month comparison, from the inclusion of
the Pro Player operations. The Gitano and Pro Player operations include
proportionally higher selling expenses as compared to the Company's consumer
packaged goods and activewear operations. In addition, higher selling, general
and administrative expenses in both comparisons resulted from higher shipping
costs as a result of new distribution locations and, in the nine month
comparison, higher unit volume. The increase in selling, general and
administrative expenses also includes higher advertising expenses,
non-recurring charges in the third quarter of 1995
8
<PAGE> 10
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
OPERATING EARNINGS (CONCLUDED)
related to severance costs and, in the first six months of 1995, non-recurring
charges related to the curtailment of selling and marketing activities in
Mexico and the closing of Gitano's New York office and the consolidation of all
Gitano related management functions into the Company's existing operations.
These increases were partially offset in the first nine months of 1995 by lower
selling, general and administrative expenses as a result of reductions in
royalty and other expenses due to the weakness in certain of the Company's
licensed sports apparel businesses. Selling, general and administrative
expenses were 15.5% and 15.4% of net sales in the third quarter and first nine
months of 1995, respectively, compared to 14.7% and 14.9% of net sales,
respectively, in the same periods of 1994.
INTEREST EXPENSE
Interest expense for the third quarter and first nine months of 1995 increased
16.7% and 26.2%, respectively, from the same periods of 1994. The increase in
the third quarter was primarily due to higher interest rates. The increase in
the nine months was primarily due to the effect of higher debt levels in 1995.
Higher debt levels in 1995 were due principally to the acquisition of Pro
Player in August 1994, higher working capital levels in 1995 and, in the first
three months of 1995, the effect of higher debt levels resulting from the
acquisition of Gitano in March 1994.
INCOME TAXES
The effective income tax rate for the third quarter and first nine months of
1995 and 1994 differed from the Federal statutory rate of 35% primarily due to
the impact of goodwill amortization, a portion of which is not deductible for
Federal income tax purposes, state income taxes, the provision for interest
related to prior years' taxes and, in the third quarter of 1995, the impact of
certain non-deductible foreign losses.
EARNINGS PER SHARE
Earnings per share were $.32 for the third quarter of 1995 compared to $.53 for
the prior year period, a 39.6% decrease. For the nine months ended September
30, 1995, earnings per share decreased 22.6% to $1.06 from $1.37 for the same
period of 1994.
EFFECTS OF INFLATION
Management believes that the moderate rate of inflation over the past few years
has not had a significant impact on the Company's sales or profitability.
9
<PAGE> 11
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
Funds generated from the Company's operations are the major source of liquidity
and are supplemented by funds obtained from capital markets including bank
facilities. In May 1995, the Company entered into a $155,000,000 short-term
revolving commitment (the "Short-Term Facility") to supplement its existing
revolving lines of credit. The Short-Term Facility expires in May 1996 and no
borrowings are outstanding under this facility. The Company has available for
the funding of its operations a total of approximately $1,036,300,000 of
revolving lines of credit, including the Short-Term Facility. As of October
27, 1995 approximately $355,100,000 was available and unused under these
facilities.
Net cash used for operating activities in the nine months ended September 30,
1995 was $20,600,000 while net cash provided by operating activities in 1994
was $113,600,000. Cash used for operating activities in the first nine months
of 1995 and 1994 included increases in working capital of $237,300,000 and
$129,500,000, respectively. The working capital increases in the first nine
months of 1995 and 1994 were caused by higher accounts receivable ($68,400,000
and $110,900,000, respectively) and higher inventories ($159,700,000 and
$91,900,000, respectively). The increases in accounts receivable and inventory
in the first nine months of 1995 and 1994 reflect the seasonality of the
Company's business. The increase in inventory in 1995 was also the result of
higher raw material costs and an increase in heavier weight apparel carried in
inventory.
Net cash used for investing activities in the nine months ended September 30,
1995 and 1994 was $62,700,000 and $336,900,000, respectively. Capital
expenditures, net of amounts attributable to capital leases of $36,200,000 in
1994, were $88,300,000 and $146,300,000 in the first nine months of 1995 and
1994, respectively. In the first nine months of 1994 the Company spent
approximately $192,300,000 on the acquisitions of Artex Manufacturing Co.,
Inc., Gitano and Pro Player, the funds for which were provided by borrowings
under the Company's bank facilities. Capital spending, primarily to enhance
distribution and yarn manufacturing capabilities and to establish and support
offshore assembly operations, is anticipated to approximate $125,000,000 to
$140,000,000 in 1995.
Net cash provided by financing activities in the nine months ended September
30, 1995 and 1994 was $48,300,000 and $168,600,000, respectively, and consisted
principally of borrowings under the Company's bank facilities.
In September 1994 the Company entered into a six year operating lease
agreement, primarily for certain machinery and equipment. The total cost of
the assets to be covered by the lease is limited to $200,000,000. The total
cost of assets under lease as of September 30, 1995 was approximately
$102,100,000. The lease provides for a substantial residual value guarantee by
the Company at the termination of the lease and includes purchase and renewal
options at fair market values.
10
<PAGE> 12
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - (CONCLUDED)
LIQUIDITY AND CAPITAL RESOURCES (CONCLUDED)
Management believes the funding available to the Company is sufficient to meet
anticipated requirements for capital expenditures, working capital and other
needs.
The Company anticipates taking a number of charges in the fourth quarter of
1995 with the goal of improving corporate profitability. The charges will
include the costs associated with plant closings and related severance benefits
and other corporate issues. The effect of these charges may result in a net
loss for the Company for the fourth quarter and the year.
The Company's debt instruments contain covenants restricting the Company's
ability to sell assets, incur debt, pay dividends and make investments and
requiring the Company to maintain certain financial ratios. The effects of the
anticipated charges to be taken in the fourth quarter of 1995 may result in
violations of certain compliance provisions under certain of the Company's debt
instruments. Amendments or waivers to the Company's debt instruments have been
obtained in the past. These amendments or waivers have generally been to permit
the Company to take actions that the Company and the lenders agreed were
appropriate or to modify certain covenants in the debt instruments. If the
Company is unable to meet the requirements of its debt agreements, management
believes, but cannot assure, that the Company will be able to continue to
obtain amendments or waivers of this kind as necessary.
11
<PAGE> 13
FRUIT OF THE LOOM, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
4(a)* $800,000,000 Credit Agreement dated as of August 16, 1993,
among the several banks and other financial institutions from
time to time parties thereto (the "Lenders"), Bankers Trust
Company, a New York banking corporation, as administrative
agent for the Lenders thereunder, Chemical Bank, NationsBank,
N.A. (Carolinas), The Bank of New York and the Bank of Nova
Scotia, as co-agents (incorporated herein by reference to
Exhibit 4.3 to the Company's Registration Statement on Form
S-3, Reg. No. 33-50567 (the "1993 S-3").
4(b)* Subsidiary Guarantee Agreement dated as of August 16, 1993 by
each of the guarantors signatory thereto in favor of the
beneficiaries referred to therein (incorporated herein by
reference to Exhibit 4.4 to the 1993 S-3).
27 Financial Data Schedules
- ---------------
* Document is available at the Public Reference Section of the Securities and
Exchange Commission, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 (Commission file No. 1-8941).
The Registrant has not listed nor filed as an Exhibit to this Quarterly Report
certain instruments with respect to long-term debt representing indebtedness of
the Registrant and its subsidiaries which do not exceed 10% of the total assets
of the Registrant and its subsidiaries on a consolidated basis. Pursuant to
Item 601(b)(4)(iii) of Regulation S-K, the Registrant agrees to furnish such
instruments to the Securities and Exchange Commission upon request.
REPORTS ON FORM 8-K
No report on Form 8-K was filed by the Registrant during the quarter ended
September 30, 1995.
12
<PAGE> 14
SIGNATURE
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.
FRUIT OF THE LOOM, INC.
------------------------------
(Registrant)
Date: November 13, 1995 LARRY K. SWITZER
------------------------------
Larry K. Switzer
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer
and duly authorized to sign
on behalf of Registrant)
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's quarterly report on Form 10-Q and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 14,400
<SECURITIES> 0
<RECEIVABLES> 390,200
<ALLOWANCES> 26,100
<INVENTORY> 836,500
<CURRENT-ASSETS> 1,261,500
<PP&E> 1,613,200
<DEPRECIATION> 561,000
<TOTAL-ASSETS> 3,317,000
<CURRENT-LIABILITIES> 306,300
<BONDS> 1,498,900
<COMMON> 471,200
0
0
<OTHER-SE> 740,200
<TOTAL-LIABILITY-AND-EQUITY> 3,317,000
<SALES> 1,894,300
<TOTAL-REVENUES> 1,894,300
<CGS> 1,330,400
<TOTAL-COSTS> 1,330,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 89,100
<INCOME-PRETAX> 152,900
<INCOME-TAX> 72,200
<INCOME-CONTINUING> 80,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 80,700
<EPS-PRIMARY> 1.06
<EPS-DILUTED> 1.06
</TABLE>
