<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
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1997
COMMISSION FILE NUMBER 0-18054
-------------
BRAZOS SPORTSWEAR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1770931
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
3860 Virginia Avenue
Cincinnati, Ohio 45227
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 513-272-3600
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date.
4,400,955
-------------------
(SHARES OF COMMON STOCK OUTSTANDING AS OF NOVEMBER 7, 1997)
<PAGE> 2
BRAZOS SPORTSWEAR, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 27, 1997
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
Consolidated Condensed Balance Sheets as of September 27,
1997 and December 28, 1996 (unaudited).................................... 1
Consolidated Condensed Statements of Operations for
the thirty-nine weeks ended September 27, 1997
(unaudited) and September 28, 1996 (unaudited) and
the thirteen weeks ended September 27, 1997
(unaudited) and September 28, 1996
(unaudited)................................................................ 3
Consolidated Condensed Statements of Cash Flows for the
thirty-nine weeks ended September 27, 1997 (unaudited) and
September 28, 1996 (unaudited).............................................. 4
Notes to Financial Statements (unaudited)................................... 5
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................. 12
PART II - OTHER INFORMATION................................................................... 17
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
BRAZOS SPORTSWEAR, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
AS OF SEPTEMBER 27, 1997 AND DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996
--------- --------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash $ 1,031 $ 561
Accounts receivable, net of allowance for doubtful
accounts of $6,060 and $2,760, respectively 64,823 22,118
Inventory (Note 2(b)) 67,393 25,338
Prepaid expenses 9,434 1,786
Income tax receivable 2,451 --
Deferred tax assets 3,160 1,797
--------- --------
Total current assets 148,292 51,600
--------- --------
PROPERTY, PLANT AND EQUIPMENT-net, at cost 9,269 6,873
--------- --------
INTANGIBLE ASSETS:
Costs in excess of fair value of assets acquired 57,029 21,456
Less- accumulated amortization (1,315) (624)
--------- --------
55,714 20,832
--------- --------
Other 7,521 3,359
Less- accumulated amortization (1,456) (922)
--------- --------
6,065 2,437
--------- --------
Total intangible assets 61,779 23,269
--------- --------
OTHER ASSETS 559 940
--------- --------
$ 219,899 $ 82,682
========= ========
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed balance sheets.
<PAGE> 4
BRAZOS SPORTSWEAR, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
AS OF SEPTEMBER 27, 1997 AND DECEMBER 28, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996
-------- -------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Borrowings pursuant to revolving credit agreement $ 31,795 $23,524
Current portion of other debt 2,401 3,070
Current portion of capital leases 358 349
Earnout payable -- 2,950
Accounts payable 41,375 9,998
Accrued liabilities 13,192 7,042
-------- -------
Total current liabilities 89,121 46,933
-------- -------
LONG-TERM OBLIGATIONS - LESS SCHEDULED
MATURITIES:
Borrowings pursuant to credit agreement -- 8,800
Senior notes payable 99,258 --
Notes payable -- 41
Subordinated debt due to related parties 5,500 13,590
Capital lease liability 887 1,175
-------- -------
105,645 23,606
-------- -------
DEFERRED INCOME TAXES PAYABLE AND OTHER
LIABILITIES 1,340 1,301
MANDATORILY REDEEMABLE PREFERRED STOCK 898 7,613
MANDATORILY REDEEMABLE CONVERTIBLE
PREFERRED STOCK 8,328 --
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value, 10,000,000 shares
authorized and 4,400,955 and 3,676,008 shares issued
and outstanding at September 27, 1997 and December
28, 1996, respectively 4 5
Additional paid-in capital 11,289 2,927
Retained earnings 3,274 297
-------- -------
Total shareholders' equity 14,567 3,229
-------- -------
$219,899 $82,682
======== =======
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed balance sheets.
<PAGE> 5
BRAZOS SPORTSWEAR, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THIRTEEN FOR THE THIRTY-NINE
WEEKS ENDED WEEKS ENDED
------------------------------ --------------------------------
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
NET SALES $ 105,185 $ 57,996 $ 196,290 $ 127,535
COST OF GOODS SOLD 76,414 42,229 144,849 95,062
----------- ----------- ----------- -----------
Gross profit 28,771 15,767 51,441 32,473
OPERATING EXPENSES:
Selling, general and administrative expenses 17,293 10,267 37,316 23,535
Amortization of intangible assets and non-compete
payments 638 211 1,228 366
----------- ----------- ----------- -----------
Total operating expenses 17,931 10,478 38,544 23,901
Operating income 10,840 5,289 12,897 8,572
----------- ----------- ----------- -----------
OTHER EXPENSE (INCOME):
Interest expense 3,467 1,309 6,403 3,077
Other, net 71 (9) 126 (215)
----------- ----------- ----------- -----------
Income before provision for
income taxes 7,302 3,989 6,368 5,710
PROVISION FOR INCOME TAXES 2,921 1,053 2,547 1,066
----------- ----------- ----------- -----------
Net income before extraordinary item 4,381 2,936 3,821 4,644
EXTRAORDINARY ITEM:
Loss on extinguishment of debt, net of tax (192) -- (192) --
----------- ----------- ----------- -----------
Net income 4,189 2,936 3,629 4,644
DIVIDENDS AND ACCRETION ON PREFERRED STOCK 245 87 657 87
----------- ----------- ----------- -----------
Net income available for common shareholders $ 3,944 $ 2,849 $ 2,972 $ 4,557
=========== =========== =========== ===========
PER SHARE DATA:
PRIMARY EARNINGS PER SHARE
Earnings per common and common equivalent
share before extraordinary item $ .81 $ .67 $ .66 $ 1.10
Extraordinary item (.04) -- (.04) --
----------- ----------- ----------- -----------
Income after extraordinary item $ .77 $ .67 $ .62 $ 1.10
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 5,132,753 4,234,492 4,831,899 4,151,674
=========== =========== =========== ===========
FULLY DILUTED EARNINGS PER SHARE
Earnings per common and common equivalent
share before extraordinary item $ .73 $ .60 $ .66 $ .97
Extraordinary item (.03) -- (.04) --
----------- ----------- ----------- -----------
Income after extraordinary item $ .70 $ .60 $ .62 $ .97
=========== =========== =========== ===========
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 6,014,387 4,873,812 4,831,899 4,790,994
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed financial statements.
<PAGE> 6
BRAZOS SPORTSWEAR, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,629 $ 4,644
Adjustments to reconcile net income to net cash used in operating activities-
Depreciation 1,270 851
Amortization of intangible assets 1,228 366
Increase in accounts receivable (30,562) (18,757)
Increase in inventory (19,832) (7,692)
Increase in prepaid expenses (551) (204)
Increase in deferred income taxes -- 423
Decrease in income tax receivable 997 --
Increase in other non-current assets (1,210) (1,095)
Increase in accounts payable and accrued liabilities 22,449 9,423
-------- --------
Net cash used in operating activities (22,582) (12,041)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Sun Sportswear, Inc., net of cash acquired (4,613) --
Purchase of Plymouth Mills, Inc. -- (18,000)
Purchase of SolarCo., Inc., net of cash acquired (29,198) --
Purchase of Premier Sports Group, Inc., net of cash acquired (1,996) --
Purchases of property, plant and equipment, net (856) (410)
-------- --------
Net cash used in investing activities (36,663) (18,410)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of senior notes 99,240 --
Net borrowings (repayments) pursuant to revolving credit agreement (10,942) 15,969
Borrowings of long-term debt pursuant to credit agreement 1,000 9,568
Repayments of long-term debt pursuant to credit agreement (12,200) (1,268)
Proceeds from (repayments of) subordinated debt and stock purchase warrants (15,093) 3,500
Repayment of capital lease obligations and industrial revenue bonds (366) (262)
Payments made under non-compete agreements (133) (16)
Payments for deferred financing costs (3,891) --
Payments received on notes receivable from shareholders -- 50
Issuance of common stock 100 --
Issuance of preferred stock and related stock purchase warrants 2,000 2,483
-------- --------
Net cash provided by financing activities 59,715 30,024
-------- --------
NET INCREASE (DECREASE) IN CASH 470 (427)
CASH AT BEGINNING OF PERIOD 561 755
-------- --------
CASH AT END OF PERIOD $ 1,031 $ 328
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 4,455 $ 2,638
Cash paid for income taxes 1,546 24
Conversion of subordinated debt to mandatorily redeemable preferred stock -- 3,719
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Capital lease financing -- 650
Payments of PIK dividends and accretion on preferred stock 657 87
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed statements.
<PAGE> 7
BRAZOS SPORTSWEAR, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
AS OF SEPTEMBER 27, 1997 AND DECEMBER 28, 1996
(1) ACQUISITIONS-
On March 14, 1997, BSI Holdings, Inc. (Holdings) consummated a merger
with Sun Sportswear, Inc. (Sun) (hereinafter referred to as the "Merger")
whereby the Shareholders of Holdings acquired an 86% ownership interest
in Sun. The Merger has been accounted for as a reverse acquisition with
Sun being the surviving legal entity and Holdings being the acquiror for
accounting purposes. Concurrent with the Merger, Sun was reincorporated
in the State of Delaware (the Reincorporation) under the name Brazos
Sportswear, Inc. (Brazos).
On July 2, 1997, Brazos issued $100 million of 10.5% senior notes due
2007 (hereinafter referred to as the "Offering"). The net proceeds from
the Offering, after deducting discounts to the initial purchasers and
other transaction costs, of $95.5 million were used to finance the
acquisition by Brazos of (i) all the outstanding capital stock of
SolarCo., Inc., the parent company of Morning Sun, Inc. ("Morning Sun"),
(ii) all of the assets of Premier Sports Group, Inc. ("Premier"), and
repay certain debt obligations of Brazos, Morning Sun and Premier. See
Note 3 for further information.
(2) SIGNIFICANT ACCOUNTING POLICIES-
(a) INTERIM FINANCIAL STATEMENTS--The accompanying consolidated
condensed financial statements of Brazos for the thirty-nine weeks
ended September 27, 1997 reflect the results of operations of Sun
from the date of acquisition, March 14, 1997, and the results of
operations of Morning Sun and Premier from the date of
acquisition, June 30, 1997. The accompanying consolidated
condensed financial statements of Brazos prior to March 14, 1997,
reflect Holdings' historical results prior to the Merger and
acquisitions.
The accompanying consolidated condensed financial statements of
Brazos are unaudited. These unaudited interim financial statements
and related notes have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted
pursuant to such rules and regulations. However, in the opinion of
management, the accompanying consolidated condensed financial
statements include all adjustments, consisting of only normal
recurring adjustments, necessary for a fair presentation of the
results for the interim periods. These consolidated condensed
financial statements and notes thereto should be read in
<PAGE> 8
conjunction with the consolidated financial statements and notes
thereto included in Brazos' Current Report on Form 8-K/A dated May
12, 1997.
The results of operations for the interim periods are not
necessarily indicative of the results to be expected for the year.
(b) INVENTORIES--Inventories are comprised of:
<TABLE>
<CAPTION>
SEPTEMBER 27, DECEMBER 28,
INVENTORY CATEGORY METHOD 1997 1996
--------------------------------------- ------------ --------------- -----------------
<S> <C> <C> <C>
Raw Materials LIFO $ 3,729 $ 3,012
Work-in-Process LIFO - -
Finished Goods LIFO 17,872 10,595
------- -------
21,601 13,607
Less--LIFO reserve (182) (182)
------- -------
Total LIFO 21,419 13,425
------- -------
Raw Materials FIFO 32,582 8,272
Work-in-Process FIFO 2,581 150
Finished Goods FIFO 10,811 3,491
------- -------
Total FIFO 45,974 11,913
------- -------
Total inventory $67,393 $25,338
======= =======
</TABLE>
Finished goods on a LIFO basis include blank garments of $16.4
million and $9.4 million at September 27, 1997 and December 28,
1996, respectively which are sold by Brazos' wholesale
distribution division.
(c) EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE--Earnings per
share are based on the weighted average number of common shares
outstanding and includes the effect of the issuance of shares in
connection with the assumed exercise of stock options and
warrants.
Earnings per share have also been computed in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No.
83 (SAB No. 83). SAB No. 83 requires that options and warrants
granted in the twelve-month period preceding a proposed public
offering be included in the calculation of common and common
equivalent shares as if they were outstanding for all periods
presented. Warrants issued in 1996 and 1997 to purchase 1,287,174
shares of common stock at prices ranging from $.0013 per share to
$6.59 per share were subject to this requirement.
All share and per share information included in the accompanying
consolidated condensed financial statements has been restated for
all periods presented to reflect the 37.912252-for-1 stock split
pursuant to the Merger and the 1-for-5 reverse stock split
pursuant to the Reincorporation.
<PAGE> 9
(d) NEW ACCOUNTING PRONOUNCEMENTS--During February 1997, the Financial
Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128, Earnings Per Share (SFAS No. 128).
SFAS No. 128 replaces the current presentation of primary and
fully-diluted earnings per share with a presentation of basic and
diluted earnings per share. Pursuant to the provisions of SFAS No.
128, basic earnings per share excludes any dilution. The current
presentation of primary earnings per share includes the dilutive
effect of common stock equivalents such as options and warrants.
Brazos intends to adopt the provisions of SFAS No. 128 during the
fourth quarter of 1997.
Assuming profitable results of operations, management expects that
the adoption of the provisions of SFAS No. 128 will have the
effect of reporting an amount of basic earnings per share which is
greater than the current presentation of primary earnings per
share because the dilutive effect of common stock equivalents,
such as options and warrants, will be excluded from the
calculation of basic earnings per share.
Pro forma earnings per share assuming the provisions of SFAS No.
128 had been applied follow.
<TABLE>
<CAPTION>
THIRTEEN THIRTY-NINE
WEEKS ENDED WEEKS ENDED
----------------------------- ----------------------------
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
1997 1996 1997 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
BASIC EARNINGS PER SHARE
Income before extraordinary
item $.92 $.78 $.74 $1.33
Extraordinary item (.04) - (.04) -
------ ------ ------ ------
Basic earnings per share $.88 $.78 $.70 $1.33
DILUTED EARNINGS PER SHARE
Income before extraordinary
item $.73 $.60 $.67 $.97
Extraordinary item (.03) - (.03) -
------ ------ ------ ------
Diluted earnings per share $.70 $.60 $.64 $.97
</TABLE>
In June 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income (SFAS No. 130), which requires that
comprehensive income and the associated income tax expense or
benefit be reported in a financial statement with the same
prominence as other financial statements with an aggregate amount
of comprehensive income reported in that same financial statement.
SFAS No. 130 permits the statement of changes in shareholders'
equity to be used to meet this requirement. "Other Comprehensive
Income" refers to revenues, expenses, gains and losses that under
GAAP are included in comprehensive income but bypass net income.
The Company intends to adopt SFAS No. 130 in the first quarter of
fiscal 1998. The Company anticipates that adoption of SFAS No. 130
will not have a material impact on its results of operations.
In June 1997, the FASB issued Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information (SFAS No. 131), which requires
disclosures for each segment in
<PAGE> 10
which the chief operating decision maker organizes these segments
within a company for making operating decisions and assessing
performance. Reportable segments are based on products and
services, geography, legal structure, management structure and
any manner in which management disaggregates a company. The
Company intends to adopt SFAS No. 131 in the first quarter of
fiscal 1998. The Company anticipates that adoption of SFAS No.
131 will not have a material impact on its results of operations.
(3) MERGERS AND ACQUISITIONS -
Pro forma results of Brazos, Sun, Morning Sun and Premier combined,
including Brazos' acquisition of Plymouth Mills, Inc. ("Plymouth")
effective August 2, 1996, assuming that the acquisitions had been made as
of the beginning of fiscal 1996, follow. Such information reflects
adjustments to reflect the elimination of Sun's historical depreciation
expense for the write-off of net equipment and leasehold improvements
resulting from the application of purchase accounting, elimination of
pre-merger acquisition expenses incurred by Sun, elimination of
compensation expense to reflect compensation levels on a post-acquisition
basis pursuant to post-acquisition employment and advisory agreements for
Morning Sun and Premier, increased amortization expense for Plymouth,
Morning Sun and Premier as a result of purchased goodwill, additional
interest expense related to increased net indebtedness and dividends on
additional preferred stock issued.
<TABLE>
<CAPTION>
THIRTEEN THIRTY-NINE
WEEKS ENDED WEEKS ENDED
------------------------------ -------------------------------
SEPTEMBER 27, SEPTEMBER 28, SEPTEMBER 27, SEPTEMBER 28,
1997 1996 1997 1996
-------- ------- -------- --------
(000's except per share amounts) (000's except per share amounts)
<S> <C> <C> <C> <C>
Net sales $105,185 $99,951 $226,714 $259,613
Net income 4,381 3,412 1,475 5,639
Net income available to common
shareholders 4,126 3,171 721 4,926
Primary Earnings per share $ .80 $ .63 $ .14 $ 1.00
Fully Diluted Earnings per share $ .72 $ .58 $ .14 $ .97
</TABLE>
<PAGE> 11
(a) SUN SPORTSWEAR, INC. MERGER--
A preliminary summary of the Merger, pending completion of certain
appraisals and analysis of the net assets acquired, utilizing
March 14, 1997 balances, is as follows:
<TABLE>
<CAPTION>
(000'S
OMITTED)
<S> <C>
Fair value of assets acquired, including:
Accounts receivable $ 6,912
Inventories 13,256
Other current assets 2,059
--------
Total fair value of assets acquired 22,227
--------
Less:
Purchase Price-
Cash $ 4,680
Subordinated note to former majority shareholder 1,500
Equity interest in Holdings subsequent to the Merger (587,927
remaining Sun shares at $11.00 per share) 6,467
--------
12,647
Transaction costs 1,451
Financing costs 137
--------
Total purchase price 14,235
--------
Liabilities assumed $ 7,992
========
</TABLE>
The purchase price was financed through a combination of
borrowings under Brazos' credit agreement ($6.3 million
short-term, $1.0 million long-term), the issuance of Brazos
convertible, mandatorily redeemable preferred stock ($2.0 million
- Series B-3), and the issuance of a subordinated debenture to the
former majority shareholder ($1.5 million). In connection with
this transaction, the above proceeds were used to retire $3.0
million of the subordinated debentures payable to the seller of
Plymouth Mills, Inc. On July 2, 1997, proceeds from the Offering
were used to repay the subordinated debenture issued to the former
majority shareholder.
The Series B-3 mandatorily redeemable preferred stock contained
detachable warrants to purchase 272,968 shares of Brazos' common
stock at a purchase price of $6.59 per share. The warrants were
valued at $1,044,000 which represents the portion of the
$2,000,000 proceeds allocated to the warrants based on the
relative individual fair values of the preferred stock and
warrants on the date of grant. These warrants have been recorded
as additional paid-in capital.
<PAGE> 12
(b) SOLARCO., INC. ACQUISITION--
A preliminary summary of the acquisition, pending completion of
certain appraisals and analysis of the net assets acquired,
utilizing June 29, 1997 balances, is as follows:
<TABLE>
<CAPTION>
(000'S
OMITTED)
<S> <C>
Fair value of assets acquired, including:
Accounts receivable $ 4,227
Inventories 9,846
Other current assets 1,747
Property, plant and equipment 2,642
Goodwill 28,231
Other non-current assets 31
---------
Total fair value of assets acquired 46,724
---------
Less:
Purchase Price-
Cash $ 29,370
Common stock issued 750
Contingent consideration 1,800
---------
31,920
Transaction costs 150
---------
Total purchase price 32,070
---------
Liabilities assumed $ 14,654
=========
</TABLE>
The purchase price was financed with proceeds from the Offering.
Proceeds from the Offering were also used to repay $8.4 million of
assumed indebtedness.
(c) PREMIER SPORTS GROUP, INC. ACQUISITION--
A preliminary summary of the acquisition, pending completion of
certain appraisals and analysis of the net assets acquired,
utilizing June 30, 1997 balances, is as follows:
<TABLE>
<CAPTION>
(000'S
OMITTED)
<S> <C>
Fair value of assets acquired, including:
Accounts receivable $ 4,569
Inventories 2,385
Other current assets 2,755
Property, plant and equipment 100
Intangible assets 250
Goodwill 7,322
Other non-current assets 67
---------
Total fair value of assets acquired 17,448
---------
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
Less:
Purchase Price-
Cash $ 2,022
Subordinated note to Seller 1,500
Earnout payable 4,000
--------
7,522
Transaction costs 45
--------
Total purchase price 7,567
--------
Liabilities assumed $ 9,881
========
</TABLE>
The purchase price was financed with proceeds from the Offering.
Proceeds from the Offering were also used to repay $8.0 million of
assumed indebtedness.
(4) SIGNIFICANT CUSTOMERS-
Brazos had net sales of $28.5 million to one customer for the thirty-nine
weeks ended September 27, 1997 and $43.3 million to two customers for the
thirty-nine weeks ended September 28, 1996. These amounts represented 15%
and 34% of total net sales during the thirty-nine weeks ended September
27, 1997 and September 28, 1996, respectively. The accompanying
consolidated condensed balance sheets include accounts receivable of
$11.5 million and $5.4 million at September 27, 1997 and December 28,
1996, respectively, due from such customers.
(5) SUBSEQUENT EVENT-
On September 29, 1997, Brazos acquired certain assets of CS Crable
Sportswear, Inc. ("Crable"), a wholly owned subsidiary of The Midland
Company for approximately $13.3 million in cash. The transaction will be
accounted for as a purchase with the majority of the purchase price being
allocated to the fair value of the assets purchased. Concurrent with the
acquisition, Brazos amended its existing revolving credit agreement,
increasing total permitted borrowings to $70 million, subject to
collateral limitations.
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the
Company's Financial Statements and related Notes contained elsewhere herein.
ACQUISITIONS
On July 2, 1997, the Company consummated the acquisition of (i) all of
the outstanding capital stock of SolarCo., Inc., the parent of Morning Sun, Inc.
("Morning Sun") and (ii) all of the assets of Premier Sports Group, Inc.
("Premier"). The Company also completed the private placement of $100 million in
Senior Notes (the "Notes"). Brazos utilized the net proceeds from the Notes
primarily to pay the cash portion of the aggregate purchase price of these
acquisitions and to repay certain outstanding and assumed indebtedness.
Morning Sun is a designer, manufacturer and marketer of
moderately-priced imprinted and embroidered tops for women age 35 and over.
Morning Sun sells its products under proprietary brand names and various private
labels to major department store chains, catalogue companies and specialty
stores. Premier is an importer of high quality, low cost "fashion fleece" and
other garments for domestic distributors and provides merchandising, design and
sourcing services for apparel companies.
The Morning Sun and Premier acquisitions have broadened Brazos' product
lines and expanded and diversified its customer base. In addition, Brazos
expects these acquisitions to result in certain economies of scale in
purchasing, manufacturing, marketing, distribution and administration. See Note
3 of the Notes to Financial Statements for further information.
On September 29, 1997, the Company acquired certain assets of CS Crable
Sportswear, Inc. ("Crable"), a wholly owned subsidiary of The Midland Company.
Crable is a designer, embroiderer and marketer of officially licensed sports
apparel for colleges and professional sports teams. Crable sells its product to
major department store chains and to specialty shops. The Crable purchase
enables the Company to expand its embroidery capabilities and overall presence
in the collegiate and professional sports markets with new licenses for
embroidered product lines. Concurrent with the acquisition, the Company entered
into a ten year lease for the Crable facility and has relocated its corporate
headquarters to that facility in the fourth quarter. Also in the fourth quarter,
the Company determined that it would consolidate its Kent facility (formerly Sun
Sportswear) into the Crable facility in order to effectively utilize existing
capacity in the new facility and take advantage of economies of scale.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the
components of Brazos' statements of operations expressed as a percentage of net
sales on a historical basis.
<PAGE> 15
<TABLE>
<CAPTION>
Thirteen Thirty - Nine
Weeks Ended Weeks Ended
------------------------------ -----------------------------
September 27, September 28, September 27, September 28,
1997 1996 1997 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 72.6% 72.8% 73.8% 74.5%
----- ----- ----- -----
Gross profit 27.4% 27.2% 26.2% 25.5%
Operating expense 17.1% 18.1% 19.6% 18.8%
----- ----- ----- -----
Operating income 10.3% 9.1% 6.6% 6.7%
Other expense (income)
Interest expense 3.3% 2.2% 3.3% 2.4%
Other, net .1% -- .1% (.1%)
----- ----- ----- -----
Income before provision for income taxes 6.9% 6.9% 3.2% 4.4%
Provision for income taxes 2.8% 1.8% 1.3% .8%
----- ----- ----- -----
Net income before extraordinary item 4.1% 5.1% 1.9% 3.6%
Extraordinary loss on extinguishment of
debt, net of tax (.1%) -- (.1%) --
----- ----- ----- -----
Net income 4.0% 5.1% 1.8% 3.6%
===== ===== ===== =====
</TABLE>
Thirteen weeks ended September 27, 1997 compared with the thirteen
weeks ended September 28, 1996
Brazos' net sales increased $47.2 million, or 81.4%, from $58.0 million
in 1996 to $105.2 million in 1997. This increase was primarily attributable to
the acquisition of the assets of Plymouth Mills, Inc. ("Plymouth") on August 2,
1996, the merger with Sun Sportswear, Inc. ("Sun") on March 14, 1997, and the
acquisitions of Morning Sun and Premier on July 2, 1997. These acquisitions
contributed $49.8 million of sales during the period.
The Company's gross profit increased $13.0 million, or 82.5%, from
$15.8 million in 1996 to $28.8 million in 1997, principally as a result of the
increase in sales volume resulting from the acquired companies. Overall gross
profit margin remained stable, increasing slightly to 27.4% in 1997 from 27.2%
in 1996.
Operating expenses increased $7.4 million, or 71.1%, from $10.5 million
in 1996 to $17.9 million in 1997. As a percentage of sales, operating expenses
decreased from 18.1% in 1996 to 17.1% in 1997. The increase in operating
expenses was attributable to the Company's acquisitions, which added $7.7
million in operating expenses for the quarter. Excluding the acquisitions,
operating expenses fell $0.3 million or 2.8%. This decline in operating expenses
resulted primarily from reduced commission expenses.
Interest expense increased $2.2 million, or 164.9%, from $1.3 million
in 1996 to $3.5 million in 1997, primarily as a result of increased borrowings
pursuant to the Company's issuance of $100 million in Senior Notes. The Notes
were issued to fund the Company's acquisitions of Morning Sun and Premier and to
repay outstanding debt incurred in connection with the Plymouth acquisition and
Sun merger. Proceeds from the issuance of the Notes were also used to fund
increased working capital requirements resulting from these acquisitions.
Income tax expense is recorded in 1997 at an effective tax rate of
40%. In 1996, income tax expense was partially offset by the reversal of a
valuation allowance on the Company's net deferred tax assets, most of which
related to a net operating loss carryforward.
<PAGE> 16
During the current period, a portion of the Note offering proceeds were
used to repay subordinated debt that was issued at a discount in connection with
the Plymouth acquisition. The Company expensed the unamortized discount
associated with the early extinguishment of a $3.5 million note with a carrying
amount of $3.2 million. The extraordinary loss was $0.3 million before income
taxes, and $0.2 million net of taxes.
Thirty-nine weeks ended September 27, 1997 compared with the
thirty-nine weeks ended September 28, 1996
Brazos' net sales increased $68.8 million, or 53.9%, from $127.5
million in 1996 to $196.3 million in 1997. This increase was attributable to the
Company's acquisitions. Acquisitions contributed $82.5 million of sales during
the period. Excluding acquisitions, sales fell $13.7 million or 10.7%.
This decline was principally attributable to lower sales of certain
licensed character products resulting from (i) a decrease in customer demand for
Mickey Mouse products which was partially offset by an increase in Winnie the
Pooh product sales, (ii) a strategic decision by management to stop selling
licensed character products to one of its major customer's men's and boy's
department in order to position the Company to sell to that customer's women's
department, which management believes has significantly higher long-term revenue
potential, (iii) repositioned foreign sales relationships in the Far East and
(iv) delays in restructuring the Company's sales force during the period prior
to the completion of the Sun merger. The extended period prior to the closing of
the Sun merger prohibited the Company from effectively integrating the sales and
marketing programs among the Company, Plymouth and Sun, which caused confusion
among certain customers and licensors and hindered the Company's ability to
effectively develop and market a coordinated line of licensed character products
for its spring offering. Subsequent to the completion of the Sun merger, the
Company effectively realigned its sales and marketing personnel in a manner
which it believes maximizes future sales opportunities.
The Company's gross profit increased $18.9 million, or 58.4%, from
$32.5 million in 1996 to $51.4 million in 1997, principally as result of the
increase in sales volume attributable to the Company's acquisitions. Overall
gross margin increased to 26.2% in 1997 from 25.5% in 1996, primarily as a
result of a more favorable sales mix of higher margin screen-printed products
compared to lower margin undecorated products.
Operating expenses increased $14.6 million, or 61.3%, from $23.9
million in 1996 to $38.5 million in 1997. As a percentage of sales, operating
expenses increased from 18.8% in 1996 to 19.6% in 1997. The increase in
operating expenses was directly attributable to Brazos' acquisitions, which
added $15.9 million for the period. Excluding the acquisitions, operating
expenses fell $1.3 million or 5.6%. The decline in operating expenses resulted
primarily from reduced commission and royalty expenses.
Interest expense increased $3.3 million, or 108.1%, from $3.1 million
in 1996 to $6.4 million in 1997, primarily as a result of increased borrowings
pursuant to the Company's issuance of the Notes.
Income tax expense is recorded in 1997 at an effective tax rate of
40%. In 1996, income tax expense was partially offset by the reversal of a
valuation allowance on the Company's net deferred tax assets, most of which
related to a net operating loss carryforward.
During the current period, a portion of the Note offering proceeds were
used to
<PAGE> 17
repay subordinated debt that was issued at a discount in connection with the
Plymouth acquisition. The Company expensed the unamortized discount associated
with the early extinguishment of a $3.5 million note with a carrying amount of
$3.2 million. The extraordinary loss was $0.3 million before income taxes, and
$0.2 million net of taxes.
LIQUIDITY AND CAPITAL RESOURCES
Brazos has financed its acquisitions and sales growth through
borrowings under its bank lines of credit, private placements of debt and equity
securities, seller financing and operating cash flow. The Company's cash
requirements consist of its general working capital needs, capital expenditures,
and obligations under its leases.
On July 2, 1997, Brazos completed the sale of $100 million of 10.5%
Senior Notes due 2007. The Notes were issued at a discount of $0.8 million. The
net proceeds of the Notes were used to pay the cash portion of the aggregate
purchase price of the Morning Sun and Premier acquisitions and to repay certain
outstanding and assumed indebtedness. Interest on the Notes is payable
semi-annually on January 1 and July 1 of each year, commencing January 1, 1998.
The Notes contain certain covenants, including covenants limiting the incurrence
of additional indebtedness and the consummation of mergers, consolidations and
sales of assets. At any time prior to July 1, 2000, Brazos may redeem up to 35%
of the aggregate principal amount of the Notes originally issued with the net
proceeds of one or more public equity offerings, at a redemption price of 110.5%
of the principal amount thereof. In addition, on or after July 1, 2002, Brazos
may redeem at its option, in whole or in part, at various premiums depending on
when the redemption occurs, any or all of the Notes outstanding.
On July 2, 1997, the Company entered into a Third Amended and Restated
Loan and Security Agreement with its primary lender, which makes a revolving
line of credit (the "Credit Facility") available to its principal operating
subsidiary, Brazos, Inc. (the "Borrower"), in an aggregate principal amount of
up to $50.0 million, subject to collateral limitation. Advances under this line
are based on a percentage of Brazos' inventory and receivables and various other
reserves established from time to time by the lenders. Interest on the line of
credit is payable at prime plus .25% or the Eurodollar base rate plus 2.00%. The
Credit Facility includes certain covenants applicable to the Borrower, including
requirements that the Borrower comply with certain financial ratios. The Credit
Facility has an initial term of three years, subject to extension, and
borrowings under the Credit Facility are guaranteed by the Company. As of
September 27, 1997, Brazos had an aggregate borrowing base under its line of
credit of $47.9 million, based on existing collateral. Of its borrowing base,
$13.7 million remained unused at September 27, 1997. On September 29, 1997, in
connection with the Crable acquisition, the Borrower amended the Credit Facility
to provide a revolving line of credit in an aggregate principal amount of up to
$70.0 million, subject to collateral limitation. Interest on the line of credit
was reduced to prime plus .25% or the Eurodollar base rate plus 1.75%. Under the
amended Credit Facility, the Borrower had a borrowing base of $67.2 million at
October 31, 1997. Of its borrowing base, $30.0 million was unused.
Brazos used $22.6 million of cash from operating activities in 1997
versus cash used in operating activities in 1996 of $12.0 million. Contributing
to the use of cash were; (i) working capital investments of $27.5 million; and
(ii) transaction costs for the purchase of Sun of $1.0 million and for the
purchase of Morning Sun and Premier of $0.2 million.
Brazos invested $36.7 million of cash in 1997 to acquire Sun, Morning
Sun and Premier and $18.0 million of cash in 1996 to acquire Plymouth Mills. The
Company incurred capital expenditures net of disposals of $0.9 million in 1997
and $0.4 million in 1996.
<PAGE> 18
Financing activities provided $59.7 million of cash in 1997 principally through
the issuance of $99.2 million of Notes. Proceeds from the Notes were used to
repay the Company's existing credit facility including the remaining balance of
the term loan, $10.7 million, and $20.7 million of the line of credit. In
addition, $12.1 million of subordinated debt and $3.8 million of deferred
financing costs associated with the Notes were paid with the proceeds.
Additional proceeds were acquired through the issuance of $2.0 million in
preferred stock with detachable common stock purchase warrants, additional net
borrowings on the Company's credit facility of $6.2 million and the issuance of
$0.1 million in common stock. Brazos also repaid $3.0 million of subordinated
debt in connection with the Sun merger. Capital lease payments, deferred
financing costs for the Sun merger, non-compete payments and industrial revenue
bond payments aggregating $0.5 million further reduced the cash flow from
financing activities. In 1996, net borrowings of debt amounted to $30.0 million.
Management believes that funds available under its principal credit
facility, together with cash generated from operations, will be sufficient to
meet the Company's anticipated cash requirements for 1997.
SEASONALITY
The Company's sales levels are generally higher in the second and third
quarters of each year. During these periods, spring, summer, back-to-school and
pre-holiday season products are produced and sold. The Company expects that the
seasonal nature of apparel sales will continue in future periods.
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Although the Company believes that its
expectations are based on reasonable assumptions, it can give no assurance that
such expectations will be achieved. Other factors could cause actual results to
differ materially from those in the forward-looking statements herein.
<PAGE> 19
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As described in the Company's Form 10-K dated April 11, 1997, a lawsuit
is pending in the Supreme Court of the State of New York against the Company,
E.R.O. Industries, Inc., Toys "R" Us, Grace International Apparel, Inc., and
Bradlees Department Store. The plaintiff in that lawsuit seeks compensatory and
punitive damages against each defendant under various tort theories. Subsequent
to the date of the Company's Form 10-K, the punitive damage claims against the
Company were dismissed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 16, 1997, the Company held its annual meeting of
stockholders, the purpose of which was to approve (i) an amendment to the
Company's certificate of incorporation, (ii) the election of the nominees as
directors of the Company and (iii) the Company's 1997 Incentive Plan. The
results of the votes were as follows:
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
VOTED FOR VOTED AGAINST ABSTAINED
<S> <C> <C> <C>
APPROVAL AND ADOPTION OF THE
PROPOSED CERTIFICATE OF AMENDMENT
TO THE RESTATED CERTIFICATE OF
INCORPORATION 2,597,312 200 0
------------------ ------------------- ------------------
<CAPTION>
ELECTION OF DIRECTORS
NAME OF NOMINEE NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
VOTED FOR VOTED AGAINST ABSTAINED
<S> <C> <C> <C>
Class I Directors:
Randall B. Hale........ 2,597,512 0 0
------------------ ------------------- ------------------
J. Ford Taylor......... 2,597,512 0 0
------------------ ------------------- ------------------
Class II Directors:
Nolan Lehmann........... 2,597,512 0 0
------------------ ------------------- ------------------
F. Clayton Chambers..... 2,597,512 0 0
------------------ ------------------- ------------------
Class III Directors:
Alan B. Elenson.......... 2,597,512 0 0
------------------ ------------------- ------------------
Michael S. Chadwick...... 2,597,512 0 0
------------------ ------------------- ------------------
<CAPTION>
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES
VOTED FOR VOTED AGAINST ABSTAINED
<S> <C> <C> <C>
APPROVAL AND ADOPTION OF THE
COMPANY'S 1997 INCENTIVE PLAN 2,597,312 200 0
------------------ ------------------- ------------------
</TABLE>
<PAGE> 20
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
3.1 Certificate of Amendment to Restated Certificate
of Incorporation of Brazos Sportswear, Inc.
3.2 Certificate of Amendment of Certificate of
Incorporation of Brazos Sportswear, Inc. (Incorporated
by reference to Exhibit A to the Company's definitive
information statement dated August 25, 1997)
10.1 Brazos Sportswear, Inc. 1997 Incentive Plan
(Incorporated by reference to Appendix A to
the Company's definitive proxy statement
dated August 29, 1997)
27 -- Financial Data Schedule
(b) Reports on Form 8-K. The Company filed a report on Form 8-K
dated July 2, 1997, with respect to the acquisitions of Solar
Co., Inc. and Premier Sports Group, Inc.
<PAGE> 21
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.
BRAZOS SPORTSWEAR, INC.
/s/ F. CLAYTON CHAMBERS
---------------------------------
F. Clayton Chambers,
Vice President and Chief Financial Officer
/s/ STEVEN P. RATTERMAN
---------------------------------
Steven P. Ratterman
Corporate Controller and Chief Accounting Officer
DATE: November 11, 1997
<PAGE> 1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
BRAZOS SPORTSWEAR, INC.
Brazos Sportswear, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the board of directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and calling a meeting of the stockholders of the
Corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended to change Article VII thereto, so that as
amended,
Article VII shall be and read in its entirety as follows:
ARTICLE VII. BOARD OF DIRECTORS
7.1 CLASSIFICATION. Except as otherwise provided by law, the business
and affairs of the Corporation shall be managed by, or under the direction of,
its Board of Directors. The number of directors which shall constitute the
whole Board of Directors shall be fixed from time to time by a majority of the
directors then in office and shall be divided into three classes: Class I,
Class II and Class III, which shall be as nearly equal in number as possible.
At the annual meeting of stockholders to be held in 1997, or any special
meeting held in lieu thereof, Class I Directors shall be elected for a term
expiring at the annual meeting of stockholders to be held in 2000, Class II
Directors shall be elected for a term expiring at the annual meeting of
stockholders to be held in 1999, and Class III Directors shall be elected for a
term expiring at the annual meeting of stockholders to be held in 1998, with
each director to hold office until his or her successor is elected and
qualified. At each annual meeting of stockholders subsequent to 1997, the
successor(s) of the class of directors whose term expires at that annual
meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders to be held in the third year following the year of such
director's election. None of the directors need be a stockholder or a resident
of the State of Delaware. The election of directors need not be by written
ballot unless so provided in the Corporation's Bylaws. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director. Any newly created or eliminated directorship
resulting from an increase or decrease in the Board of Directors shall be
appointed by the Board of Directors among the three classes of directors so as
to maintain such classes as nearly equal as possible. In furtherance and not in
limitation of the rights, powers, privileges and discretionary authority
conferred by the General Corporation Law of Delaware, or other applicable law,
the Board of Directors is expressly authorized to adopt, amend or repeal the
Bylaws of the Corporation.
1
<PAGE> 2
7.2 VACANCIES. Except as otherwise provided for in this Restated
Certificate of Incorporation, vacancies resulting from newly-created
directorships, death, resignation, removal or other cause shall be filled only
by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence of this Section 7.2 shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred until such director's successor shall have been elected and
qualified.
7.3 REMOVAL. No director of the Corporation shall be removed from
office as a director by vote or other action of the stockholders or otherwise
except for cause, and then only by the affirmative vote of the holders of at
least a majority of the voting power of all outstanding shares of capital stock
of the Corporation generally entitled to vote in the election of directors,
voting together as a single class.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the 1997 annual meeting of the stockholders of the Corporation was
duly called and held, upon notice in accordance with Section 222 of the General
Corporation law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by F. Clayton Chambers, its Vice President, this 16th day of September,
1997.
/s/ F. CLAYTON CHAMBERS
-----------------------------------
F. Clayton Chambers, Vice President
2
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<PERIOD-END> SEP-27-1997
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<ALLOWANCES> 6,060
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<CURRENT-ASSETS> 148,292
<PP&E> 13,489
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<BONDS> 105,645
9,226
0
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<TOTAL-LIABILITY-AND-EQUITY> 219,899
<SALES> 105,185
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