UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 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 0-2433
SALANT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3402444
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1114 Avenue of the Americas, New York, New York 10036
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)
221-7500
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No
As of August 10, 1995, there were outstanding 14,645,092 shares
of the Common Stock of the registrant.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Cash Flow
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
<TABLE>
<CAPTION>
Salant Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except per share data)
Three Months Ended Six Months Ended
July 1, July 2, July 1,
July 2,
1995 1994 1995
1994
<S> <C> <C>
<C> <C>
Net sales $ 122,061 $ 88,184 $
225,862 $ 178,041
Cost of goods sold 97,540 69,317
178,874 137,069
Gross profit 24,521 18,867
46,988 40,972
Selling, general and
administrative expenses (20,301) (18,461) (40,702)
(37,442)
Royalty income, net of
related expenses 1,278 1,320 2,708 2,815
Goodwill amortization (649) (567) (1,290)
(1,116)
Other income 220 309
277 829
Income from continuing
operations before interest,
income taxes and
extraordinary gain 5,069 1,468
7,981 6,058
Interest expense, net 4,655 3,921
9,225 7,286
Income/(loss) from
continuing operations
before income taxes
and extraordinary gain 414 (2,453) (1,244)
(1,228)
Income taxes 22 69 63
134
Income/(loss) from
continuing operations
before extraordinary gain 392 (2,522) (1,307)
(1,362)
Loss from discontinued
operations --
(219) -- (294)
Extraordinary gain -- 63
-- 63
Net income/(loss) $ 392 $ (2,678) $
(1,307) $ (1,593)
Earnings/(loss) per share:
Income/(loss) per share
fromcontinuing
operations before
extraordinary gain $ 0.03 $ (0.17) $
(0.09) $ (0.09)
Loss per share from
discontinued operations - (0.01)
- - (0.02)
Income per share from
extraordinary gain -- --
-- --
Net income/(loss) per share $ 0.03 $ (0.18) $ (0.09)
$ (0.11)
Weighted average
common stock and
common stock
equivalents
outstanding 15,095 14,988
15,008 14,902
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<TABLE>
<CAPTION>
Salant Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
July 1, July 2,
1995 December 31, 1994
(Unaudited) 1994 (Unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,726 $
1,965 $ 1,610
Accounts receivable, net (Note 3) 44,358 36,583
28,793
Inventories (Note 4) 153,598
124,599 125,945
Prepaid expenses and
other current assets 6,142 5,264
4,411
Net assets of
discontinued operations -- --
10,950
Total Current Assets 205,824 168,411
171,709
Property, Plant and
Equipment, net 28,821 27,460
27,538
Other Assets 70,425 71,345
72,841
Total Assets 305,070 267,216
272,088
LIABILITIES AND
SHAREHOLDERS'
EQUITY
Current Liabilities:
Loans payable (Note 3) $ 61,762 $ 23,906 $
26,487
Accounts payable 30,790 28,593
24,551
Accrued liabilities 18,543 18,848
15,790
Net liabilities of
discontinued
operations (Note 2) 227
816 --
Reserve for business
restructuring -- --
880
Total Current
Liabilities 111,322
72,163 67,708
Long Term Debt (Note 5) 109,908 109,908
109,842
Deferred Liabilities 13,398 13,479
16,757
Shareholders' Equity
Common stock 15,242 15,242
15,232
Additional paid-in capital 107,017 107,017
107,001
Deficit (49,633)
(48,326) (42,056)
Excess of additional
pension liability
over unrecognized
prior service cost (773)
(773) (986)
Accumulated foreign
currency
translation adjustment 203 120
204
Less - treasury stock,
at cost (1,614) (1,614) (1,614)
Total Shareholders' Equity 70,442 71,666
77,781
Total Liabilities and
Shareholders' Equity $ 305,070 $ 267,216
$ 272,088
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<TABLE>
<CAPTION>
Salant Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Six Months Ended
July 1,
July 2,
1995
1994
<S>
<C> <C>
Cash Flows from Operating Activities:
Loss from continuing operations $ (1,307) $ (1,362)
Adjustments to reconcile loss from
continuing operations to net cash used
in operating activities:
Depreciation 2,591
2,588
Amortization of intangibles 1,290
1,116
Change in operating
assets and liabilities:
Accounts receivable (7,775) (4,175)
Inventories (28,999) (20,609)
Prepaid expenses and
other current assets (878) (157)
Other assets (370) (1,056)
Accounts payable 2,197 2,827
Accrued liabilities and
reserve for
business restructuring (222) (7,184)
Deferred liabilities (81)
(8)
Net cash used in operating activities (33,554)
(28,020)
Cash Flows from Investing Activities:
Capital expenditures (4,055)
(2,510)
Acquisition -- (5,578)
Proceeds from sale of assets 103
265
Net cash used in
investing activities (3,952) (7,823)
Cash Flows from
Financing Activities:
Net short-term borrowings 37,856
26,487
Retirement of long-term debt -- (3,537)
Exercise of stock options --
491
Net cash provided by
financing activities 37,856 23,441
Net cash provided by/(used in)
continuing operations 350 (12,402)
Cash used in
discontinued operations (589)
(744)
Net decrease in cash
and cash equivalents (239) (13,146)
Cash and cash equivalents
beginning of year 1,965 14,756
Cash and cash equivalents
end of first half $ 1,726 $1,610
Supplemental disclosures
of cash flow information:
Cash paid during
the period for:
Interest $ 9,831 $ 7,558
Income taxes $ 59 $ 87
</TABLE>
See Notes to Condensed Consolidated Financial Statements
SALANT CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Amounts in Thousands of Dollars, Except Share Data)
(Unaudited)
Note 1. Basis of Presentation and Consolidation
The accompanying unaudited Condensed Consolidated Financial
Statements include the accounts of Salant Corporation ("Salant")
and subsidiaries. (As used herein, the "Company" includes Salant
and its subsidiaries but excludes Salant's Vera Scarf Division.)
In February 1995, Salant discontinued its Vera Scarf Division.
As further described in Note 2, the Condensed Consolidated
Financial Statements and the Notes thereto treat the Vera Scarf
Division as a discontinued operation, and, consistent with the
financial statements for 1994, the financial results of the Vera
Scarf Division are not included in the presentation of income
from continuing operations. In addition, the net assets and/or
net liabilities of the discontinued operations have been
separately classified in the Condensed Consolidated Balance
Sheets.
The results of operations for the three and six months ended
July 1, 1995 and July 2, 1994 are not necessarily indicative of
a full year's operations. In the opinion of management, the
accompanying financial statements include all adjustments which
are necessary to present fairly such financial statements.
Significant intercompany balances and transactions are
eliminated in consolidation.
Certain reclassifications were made to the 1994 unaudited
Condensed Consolidated Balance Sheet to conform with the 1995
presentation.
Income/(loss) per share is based on the weighted average number
of common shares (including 761,840 shares to be issued pursuant
to the Company's plan of reorganization) and common stock
equivalents outstanding, if applicable. Loss per share for the
three months ended July 2, 1994 and six months ended July 1,
1995 and July 2, 1994 did not include common stock equivalents,
as their effect would have been anti-dilutive.
Note 2. Discontinued Operations
In February 1995, the Company discontinued the Vera Scarf
Division, which imports and markets women's scarves. The loss
from operations of the Division in the prior year (for the three
and six months ended July 2, 1994) was $219 and $294,
respectively.
Net sales of the Division were $597 and $1,131 for the three
months ended July 1, 1995 and July 2, 1994, respectively. Net
sales of the Division were $1,513 and $2,619 for the six months
ended July 1, 1995 and July 2, 1994, respectively. The net
assets and/or net liabilities of the discontinued operations
have been reclassified on the balance sheets as net assets or
net liabilities of discontinued operations and consist
principally of accounts receivable, inventory and accrued losses
for the phase-out period.
Note 3. Loans Payable and Factor Advances
The Company has entered into an agreement with a factor, whereby
it sells, without recourse, an interest in a defined pool of
eligible accounts receivable. The credit risk for such accounts
is thereby transferred to the factor. The amounts due from
factor have been offset against advances from the factor in the
accompanying balance sheets. The amounts which have been offset
amounted to $31,402 at July 1, 1995, $9,324 at December 31,
1994, and $11,536 at July 2, 1994.
<TABLE>
<CAPTION>
Note 4. Inventories
July 1, December 31, July 2,
1995 1994 1994
<S> <C> <C> <C>
Finished goods $ 88,792 $ 70,882 $ 79,498
Work-in-Process 35,305 28,298 28,766
Raw materials
and supplies 29,501 25,419 17,681
$ 153,598 $ 124,599 $ 125,945
</TABLE>
Note 5. Long Term Debt
In May 1994, the Company purchased and retired $3,600 of its 10
1/2% Senior Secured Notes due December 31, 1998 (the "Secured
Notes") in an open market transaction at a price below the
principal amount thereof. As a result of this transaction, the
Company recorded an extraordinary gain of $63.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of the consolidated
results of operations and financial condition should be read in
conjunction with the accompanying unaudited Condensed
Consolidated Financial Statements and related Notes to provide
additional information concerning the financial activities and
condition of Salant Corporation ("Salant") and its subsidiary
companies (collectively, the "Company").
Results of Operations
The following discussion compares the operating results of the
Company for the three and six months ended July 1, 1995 with the
operating results for the three and six months ended July 2,
1994. In February 1995, the Company discontinued its Vera Scarf
Division. The financial statements included in this report
treat the Vera Scarf Division as a discontinued operation, the
effect of which is to exclude the results of operations of the
Vera Scarf Division from the Company's results from continuing
operations for each fiscal period presented. See "Notes to the
Condensed Consolidated Financial Statements --- Note 2."
The following table sets forth certain financial data for the
three and six months ended July 1, 1995 and July 2, 1994:
<TABLE>
<CAPTION>
(dollars in millions)
Three months
ended Six months ended
July 1,
July 2, July 1, July 2,
1995
1994 1995 1994
<S> <C> <C> <C> <C>
Net sales $122.1 $88.2 $225.9 $178.0
Gross profit $ 24.5 $18.9 $ 47.0 $ 41.0
Gross margin percentage 20.1% 21.4% 20.8% 23.0%
EBITDA (a) $ 7.4 $ 2.0 $ 11.9 $ 9.8
</TABLE>
(a) Earnings before interest, taxes, depreciation and
amortization.
Second Quarter 1995 Compared to Second Quarter 1994
For the second quarter of 1995, net sales amounted to $122.1
million, a 38.4% increase over net sales of $88.2 million in the
comparable 1994 quarter. The increase was due to significant
sales increases in each of the Company's major product lines:
dress shirts and accessories; sportswear; slacks, jeans and
shorts; and, other products.
Sales of the Company's dress shirts and accessories increased
19.2%, notwithstanding the popularity of casualwear, which
contributed to a slight decrease in the overall U.S. dress shirt
market in 1994. The increase in the Company's dress shirt sales
is partly attributable to a new license agreement for dress
shirts produced and sold under the GANT label, which the Company
signed in June 1994.
Sales of the Company's sportswear increased 105.8% due to the
success of the Perry Ellis and Manhattan casual lines.
Additionally, sportswear sales also reflect the addition of the
JJ. Farmer Division which was acquired in June 1994.
Sales of the Company's slacks, jeans and shorts increased 43.8%
due to the start of shipments to Sears, Roebuck & Co. of the new
Canyon River Blues denim apparel program for men and boys in the
second quarter of 1995.
Sales of the Company's other products increased 16.2% due to the
continued popularity of the Company's children's lines and to an
increase in the number of retail stores operated by the Company
(from 57 at July 2, 1994 to 70 at July 1, 1995).
The following table sets forth net sales by category and
percentage of total net sales for the second quarter of 1995 as
compared to the second quarter of 1994:
<TABLE>
<CAPTION>
(dollars in millions)
Three months ended
July 1, 1995 July 2, 1994
<S> <C> <C> <C> <C>
Dress Shirts and Accessories (a) $45.0 36.9% $37.8 42.9%
Sportswear (b) 28.4 23.3% 13.8 15.6%
Slacks, Jeans and Shorts (c) 32.2 26.3% 22.4 25.4%
Other (d) 16.5 13.5% 14.2 16.1%
Total $122.1 100% $ 88.2 100%
</TABLE>
(a) Includes the Fashion Shirt Group, the dress shirt portions
of the Manhattan Apparel Group and Perry Ellis Division and the
Salant Accessories Division.
(b) Includes the Sportswear portions of the Perry Ellis Division
and Manhattan Apparel Group and the JJ. Farmer Division.
(c) Includes the Thomson and Texas Apparel Divisions.
(d) Includes the Children's Apparel Group, Made in the Shade
Division (a women's junior sportswear business) and the Retail
Stores Division.
Gross profit as a percentage of net sales decreased to 20.1%
($24.5 million) in the second quarter of 1995 from 21.4% of net
sales ($18.9 million) in the comparable 1994 quarter. The
reduction in gross profit as a percentage of net sales occurred
primarily in men's dress shirts and slacks and in denim-based
products. The cause of the reduction was (a) ongoing pressure
on selling prices, which is expected to continue and (b)
additional sales at lower gross profit margins, which benefited
income by reducing selling, general and administrative expenses
as a percentage of net sales. Gross profit was positively
affected by the decrease in certain manufacturing costs due to
the devaluation of the Mexican peso.
Selling, general and administrative expenses as a percentage of
net sales decreased to 16.6% ($20.3 million), as compared to the
second quarter of 1994, when such expenses amounted to 20.9% of
net sales ($18.5 million). The decrease in such expenses as a
percentage of net sales was primarily attributable to fixed
costs which do not vary with sales.
For the second quarter of 1995, income from continuing
operations (before net interest expense of $4.7 million) was
$5.1 million, or 4.2% of net sales. For the second quarter of
1994, income from continuing operations (before net interest
expense of $3.9 million) was $1.5 million, or 1.7% of net sales.
Income from continuing operations as a percentage of net sales
was higher in 1995 primarily as a result of the lower selling,
general and administrative expenses as a percentage of net
sales, as described above, as offset by the continuing gross
margin pressures as indicated above.
Other income for the second quarter of 1995 included a $200
thousand insurance reimbursement for legal fees and expenses
incurred in prior years.
Net interest expense for the second quarter of 1995 amounted to
$4.7 million as compared to $3.9 million in the prior year's
second quarter. The increase in interest expense was primarily
due to a higher average outstanding loan balance and increases
in the interest rate on the Company's working capital facility.
Net interest expense includes $400 thousand interest income
receivable from the Internal Revenue Service as interest on
refunds of taxes for prior years.
As a result of the above, net income for the 1995 second quarter
was $0.4 million, or $0.03 per share, compared with a net loss
of $2.7 million, or $0.18 per share, for the second quarter of
1994.
Year to Date 1995 Compared to Year to Date 1994
For the six months ended July 1, 1995, net sales amounted to
$225.9 million, a 26.9% increase over net sales of $178.0
million for the six months ended July 2, 1994. The increase was
due to significant sales increases in each of the Company's
major product lines: dress shirts and accessories; sportswear;
slacks, jeans and shorts; and, other products.
The Company experienced sales increases of 11.5% in its dress
shirts and accessories products, 74.9% in its sportswear
products and 34.2% in its slacks, jeans and shorts products.
The reasons for such increases are substantially the same as the
reasons described above for the increases experienced in the
second quarter of 1995 compared to the same period in 1994.
The following table sets forth net sales by category and
percentage of total net sales for the first half of 1995 as
compared to the first half of 1994:
<TABLE>
<CAPTION>
(dollars in millions)
Six months ended
July 1, 1995 July 2, 1994
<S> <C> <C> <C> <C>
Dress Shirts and Accessories (a) $ 87.0 38.5% $ 78.0 43.8%
Sportswear (b) 55.8 24.7% 31.9 17.9%
Slacks, Jeans and Shorts (c) 56.5 25.0% 42.1 23.7%
Other (d) 26.6 11.8% 26.0 14.6%
Total $ 225.9 100% $178.0 100%
</TABLE>
(a) Includes the Fashion Shirt Group, the dress shirt portions
of the Manhattan Apparel Group and Perry Ellis Division and the
Salant Accessories Division.
(b) Includes the Sportswear portions of the Perry Ellis Division
and Manhattan Apparel Group and the JJ. Farmer Division.
(c) Includes the Thomson and Texas Apparel Divisions.
(d) Includes the Children's Apparel Group, Made in the Shade
Division (a women's junior sportswear business) and the Retail
Stores Division.
Gross profit as a percentage of net sales decreased to 20.8%
($47.0 million) in the first half of 1995 from 23.0% of net
sales ($41.0 million) in the comparable 1994 period. The
reduction in gross profit as a percentage of net sales was
incurred primarily in men's dress shirts, slacks and jeans. The
cause of the reduction was the same as discussed for the second
quarter above, as well as higher costs of manufacturing in the
first quarter of 1995 in our domestic dress shirt facilities and
our recently closed jeans laundry in Texas. Based on recent
improvements in our dress shirt facilities as well as a new
laundry facility which commenced operations in Mexico on July 8,
1995, we do not expect the higher manufacturing costs to
continue. Gross profit was positively affected by the decrease
in certain manufacturing costs due to the devaluation of the
Mexican peso.
Selling, general and administrative expenses as a percentage of
net sales decreased to 18.0% ($40.7 million), as compared to the
first half of 1994, when such expenses amounted to 21.0% of net
sales ($37.4 million). The decrease in such expenses as a
percentage of net sales was primarily attributable to fixed
costs which do not vary with sales.
Other income for the six months ended July 1, 1995 and July 2,
1994, included $200 thousand and $500 thousand, respectively,
for an insurance reimbursement for legal fees and expenses
incurred in prior years.
For the first half of 1995, income from continuing operations
(before net interest expense of $9.2 million) was $8.0 million,
or 3.5% of net sales. For the first half of 1994, income from
continuing operations (before net interest expense of $7.3
million) was $6.1 million, or 3.4% of net sales. Income from
continuing operations as a percentage of net sales was higher in
1995 primarily for the same reasons as the second quarter.
Net interest expense for the first half of 1995 amounted to $9.2
million as compared to $7.3 million in the prior year's first
half. The increase in interest expense was due to the same
reasons as discussed for the second quarter.
As a result of the above, the net loss for the six months ended
July 1, 1995 was $1.3 million, or $0.09 per share, compared with
a net loss of $1.6 million, or $0.11 per share, for the six
months ended July 2, 1994.
Liquidity and Capital Resources
The Company is a party to a revolving credit, factoring and
security agreement, as amended, (the "Credit Agreement") with
The CIT Group/Commercial Services, Inc. ("CIT") to provide
seasonal working capital financing in the form of direct
borrowings and letters of credit, up to an aggregate of $135
million during certain periods of 1995 (subject to an asset
based borrowing formula). Interest on direct borrowings is
charged monthly at an annual rate of one percent in excess of
the prime rate of Chemical Bank (the "Prime Rate") (which prime
rate was 9.0% at July 1, 1995). As collateral for borrowings
under the Credit Agreement, Salant has granted to CIT a security
interest in substantially all of the assets of the Company. As
of July 1, 1995, direct borrowings and letters of credit
outstanding under the Credit Agreement were $61.8 million and
$29.1 million, respectively, and the Company had unused
availability of $5.6 million. As of July 2, 1994, direct
borrowings and letters of credit outstanding under the Credit
Agreement were $26.5 million and $40.2 million, respectively,
and the unused availability amounted to $23.1 million. The
average interest rate on borrowings for the six months ended
July 1, 1995 and July 2, 1994 was 9.8% and 6.9%, respectively.
At the end of the first half of 1995, the Company's short term
borrowings were $35.3 million higher than such borrowings at the
end of the first half of 1994. The increase in borrowings was
primarily the result of an increase in inventories to provide
for businesses entered into in 1994 and in anticipation of
higher sales in the third quarter of 1995, including continuing
shipments of the new Sears' Canyon River Blues program for men
and boys which began in the second quarter of 1995.
As a result of the increase in sales anticipated in the third
quarter of 1995 and the related increase in inventory described
above, the Company entered into an agreement (the "Amendment")
with CIT, as referenced in Exhibit 10.30 to this Form 10-Q,
amending the Credit Agreement. The Amendment provides for,
among other things, an increase in the aggregate limitation on
direct borrowings and letters of credit for the months of
August, September and October from $132 million, $128 million
and $120 million, respectively, to $135 million, $135 million
and $130 million, respectively. CIT also agreed to provide the
Company with funds under the Seasonal Overadvance Subfacility
provided for in the Credit Agreement during the month of August
for a one-time fee of $126 thousand and a factoring commission
surcharge of one percent (1%) in excess of the factoring
commission otherwise due under the Credit Agreement up to an
aggregate amount of $224 thousand. In addition, CIT waived a
default as a result of the Company's reduction of borrowings
based on inventory on July 31, 1995 instead of July 10, 1995.
The Credit Agreement and the indenture governing the Secured
Notes contain numerous financial and operating covenants,
including restrictions on incurring indebtedness and liens,
making investments in or purchasing the stock of all or a
substantial part of the assets of another person, selling
property, making capital expenditures, and paying cash
dividends. In addition, under the Credit Agreement, the Company
is required (i) during the year, to maintain minimum levels of
working capital and stockholders' equity and to satisfy a
maximum cumulative net loss test and (ii) at year end, to
satisfy a ratio of total liabilities to stockholders' equity and
a fixed charge coverage ratio. At July 1, 1995, the Company was
in compliance with all financial covenants as indicated below:
<TABLE>
<CAPTION>
Covenant July 1, 1995
Credit Agreement Covenants Level Actual Level
<S> <C> <C>
Working Capital $ 85.0 million $ 94.5 million
Stockholders' Equity $ 65.0 million $ 70.4 million
Maximum Loss $ (10.0) million positive income (a)
</TABLE>
(a) In accordance with the Credit Agreement, maximum loss
excludes any write-off of goodwill in the 1994 fiscal year.
The Company is also required to reduce its indebtedness
(excluding outstanding letters of credit) to $20 million or less
for fifteen consecutive days during each twelve month period
commencing February 1, 1994. The Company has complied with this
covenant for the period February 1, 1994 through January 31,
1995.
Capital expenditures in the first half of 1995 were $4.1
million, relating primarily to the creation of Perry Ellis shops
in department stores, showroom and office space in New York City
and a new jeans laundry facility in Mexico, as compared to $2.5
million in the first half of 1994. Capital expenditures for
1995 are anticipated to be approximately $6-7 million.
Salant's principal sources of liquidity, both on a short-term
and a long-term basis, are provided by operations and borrowings
under the Credit Agreement.
Based upon its analysis of its consolidated financial position,
its cash flow during the past twelve months, and its cash flow
anticipated from future operations, Salant believes that its
future cash flow, together with the funds available under the
Credit Agreement, will be adequate to meet its financing
requirements for the remainder of 1995. There can be no
assurance, however, that future developments and general
economic trends will not adversely affect the Company's
operations and, hence, its anticipated cash flow.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The annual meeting of the Company's shareholders was held
on May 9, 1995.
(b) The shareholders approved the election of three Directors
for a three-year term expiring at the 1998 Annual Meeting of the
Company's shareholders, with the votes for such election as
follows:
<TABLE>
<CAPTION>
Director For
Withheld
<S> <C> <C>
Mr. Craig M. Cogut 12,588,275 118,182
Mr. Bruce F. Roberts 12,587,235 119,182
Mr. Marvin Schiller 12,585,692 120,765
</TABLE>
(c) The shareholders ratified the reappointment of Deloitte &
Touche as the Company's independent accountants for the fiscal
year 1995. The votes for the ratification were 12,640,951, the
votes against the ratification were 35,130 and the votes
abstained were 30,376.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Reports on Form 8-K
During the second quarter of 1995, the Company did not file any
reports on Form 8-K.
Exhibits
Number Description
10.29 Fifth Amendment to Credit Agreement, dated as of June 28,
1995, to the Revolving Credit, Factoring and Security Agreement,
dated as of September 20, 1993, as amended, between Salant
Corporation and The CIT Group/Commercial Services, Inc.
10.30 Sixth Amendment to Credit Agreement, dated as of August
15, 1995, to the Revolving Credit, Factoring and Security
Agreement, dated as of September 20, 1993, as amended, between
Salant Corporation and The CIT Group/Commercial Services, Inc.
10.31 Letter from The CIT Group/Commercial Services, Inc., dated
as of July 11, 1995, regarding the waiver of a default.
10.32 Letter Agreement between Salant Corporation and The CIT
Group/Commercial Services, Inc. dated as of July 11, 1995,
regarding the Seasonal Overadvance Subfacility.
27 Financial Data Schedule
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.
SALANT CORPORATION
Date: August 15, 1995 /s/ Richard P. Randall
Richard P. Randall
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer)
August 14, 1995
Salant Corporation
1114 Avenue of the Americas
New York, New York 10036
Attention: Mr. Richard P. Randall
Chief Financial Officer
Re: Waiver of Existing Default
Gentlemen:
Reference is made to the Revolving Credit, Factoring and
Security Agreement, dated as of September 20, 1993, as amended (the
"Credit Agreement"), between The CIT Group/Commercial Services,
Inc. ("Lender") and Salant Corporation ("Borrower"). Capitalized
terms used herein shall have the meanings ascribed thereto in the
Credit Agreement, unless otherwise defined herein.
Borrower is in breach of Section 3.1(c) of the Credit
Agreement as a result of its payment of the Inventory Overadvance
in full to Lender on July 31, 1995, instead of July 10, 1995, as a
result of which breach an Event of Default ("Subject Default") has
occurred under Section 8.1(a) of the Credit Agreement. Lender
hereby (a) waives the Subject Default, and (b) agrees to provide
financial accommodations to Borrower in accordance with the Letter
re: Seasonal Overadvance Subfacility Loans, dated as of July 11,
1995, between Borrower and Lender, provided that, nothing contained
herein shall be construed to limit, impair or otherwise affect any
rights of Lender in respect of any future non-compliance with
Section 3.1(c) of the Credit Agreement or any other covenant, term
or provision of the Credit Agreement or any of the other Financing
Agreements.
Very truly yours,
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:
Title:
As of July 11, 1995
Salant Corporation
1114 Avenue of the Americas
New York, New York 10036
Attention: Mr. Richard P. Randall
Chief Financial Officer
Re: Seasonal Overadvance Subfacility Loans
Gentlemen:
Reference is made to the Revolving Credit, Factoring and
Security Agreement, dated as of September 20, 1993, as amended by
letter agreement Re: Amendment to Credit Agreement with Respect to
the Mississippi Property, dated June 14, 1994, and by letter
agreement Re: Amendment to Credit Agreement with Respect to
Additional Guarantors, dated August 24, 1994, and by the Third
Amendment to Credit Agreement, dated as of February 28, 1995, and
by the Fourth Amendment to Credit Agreement, dated as of March 1,
1995 and by the Fifth Amendment to Credit Agreement, dated as of
June 28, 1995 (as so amended, the "Credit Agreement"), between The
CIT Group/Commercial Services, Inc. ("Lender") and Salant
Corporation ("Borrower"). Capitalized terms used herein shall have
the meanings ascribed thereto in the Credit Agreement, unless
otherwise defined herein.
Borrower has requested that (i) Lender permit the
Inventory Overadvance to remain outstanding and make additional
Revolving Loans with respect to Inventory in excess of the
Inventory Sublimit through and including July 31, 1995 and (ii)
Lender make Revolving Loans to Borrower pursuant to the Seasonal
Overadvance Subfacility through and including August 31, 1995, all
of which Lender is willing to do, on and subject to the terms and
conditions contained below in this Letter re: Seasonal Overadvance
Subfacility Loans (the "Seasonal Overadvance Agreement") and in
Section 3.1(e) of the Credit Agreement:
1. From and after the date hereof through and including
July 31, 1995, Lender agrees to permit the Inventory Overadvance to
remain outstanding, provided, however, that (a) Borrower agrees to
exercise good faith efforts in eliminating as soon as possible the
Inventory Overadvance in existence as of the date hereof, and (b)
any unpaid balance of the Inventory Overadvance shall be due and
payable in full to Lender, without notice or demand, on July 31,
1995.
2. From and after the date hereof, through and
including August 31, 1995, Lender may make Revolving Loans and
Letter of Credit Accommodations to Borrower, from time to time,
pursuant to the Seasonal Overadvance Subfacility, on and subject to
the terms and conditions contained in Section 3.1(e) of the Credit
Agreement.
3. In consideration of the Lender's agreements set
forth herein, Borrower agrees to pay to Lender:
(a) contemporaneously with the execution hereof, a
non-refundable fee in the amount of $126,000 (the "Overadvance
Fee"), which Overadvance Fee is fully earned as of the date hereof;
and
(b) a factoring commission surcharge of one (1%)
percent in excess of the factoring commission otherwise due and
payable to Lender on the Factored Accounts pursuant to Section
3.6(h) of the Credit Agreement, which one (1%) percent factoring
commission surcharge shall be paid commencing as of the date hereof
and continue until such time as such surcharge is equal to an
aggregate amount of $224,000.
The Overadvance Fee and the factoring surcharges may, at
Lender's option, be charged directly to any account(s) of Borrower
maintained with Lender.
4. This Seasonal Overadvance Agreement shall not be
effective until Lender has received (a) a counterpart of this
Seasonal Overadvance Agreement executed by Borrower and (b) a duly
executed Consent of Guarantors substantially in the form of Exhibit
A hereto.
5. This Seasonal Overadvance Agreement sets forth the
entire agreement of Lender and Borrower with respect to the subject
matter hereof and supersedes all prior discussions, negotiations
and agreements, whether written or oral, all of which are hereby
merged herein. Except as amended hereby, no other amendments,
modifications or supplements to any of the terms and provisions of
the Credit Agreement are intended or implied, and in all other
respects the Credit Agreement remains in full force and effect in
accordance with its existing terms and provisions.
6. This Seasonal Overadvance Agreement may be executed
in one or more counterparts, each of which when executed shall be
deemed an original and all of which when taken together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Seasonal Overadvance Agreement to be duly executed and delivered in
New York, New York by their proper and duly authorized officers as
of the date and year first above written.
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:
Name:
Title:
SALANT CORPORATION
By:
Name:
Title:
<PAGE>
EXHIBIT A
CONSENT OF GUARANTORS
Each of the undersigned, CLANTEXPORT, INC., DENTON MILLS,
INC, FROST BROS. ENTERPRISES, INC., SLT SOURCING, INC. and VERA
LICENSING, INC., each a Guarantor under its respective Guarantee,
each dated as of September 20, 1993, and SALANT CANADA INC. and
J.J. FARMER CLOTHING INC., each a Guarantor under its respective
Guaranty (Unlimited Liability), each dated as of September 28, 1994
(individually, in the case of each of the foregoing Guarantors, its
"Guarantee"), made in favor of The CIT Group/Commercial Services,
Inc. ("Lender") pursuant to the Credit Agreement as defined in the
Letter re: Seasonal Overadvance Subfacility Loans, dated as of July
11, 1995 between Lender and Borrower (the "Seasonal Overadvance
Agreement") to which this Consent is attached, hereby consents to
the Seasonal Overadvance Agreement, and hereby confirms and agrees
that its Guarantee is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects, except
that, on or after the effective date of the Seasonal Overadvance
Agreement, each reference in its Guarantee to "the Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement as amended by the Seasonal Overadvance
Agreement.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has caused
this Consent of Guarantors to be duly executed and delivered by its
authorized officer as of the day of July, 1995.
CLANTEXPORT, INC. FROST BROS. ENTERPRISES, INC.
By: By:
Title: Title:
DENTON MILLS, INC. SLT SOURCING, INC.
By: By:
Title: Title:
VERA LICENSING, INC. SALANT CANADA INC.
By: By:
Title: Title:
J.J. FARMER CLOTHING INC.
By:
Title:
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-30-1995 DEC-30-1995
<PERIOD-END> JUL-01-1995 JUL-01-1995
<CASH> 1726 1726
<SECURITIES> 0 0
<RECEIVABLES> 54547 54547
<ALLOWANCES> (10189) (10189)
<INVENTORY> 153598 153598
<CURRENT-ASSETS> 6142 6142
<PP&E> 68738 68738
<DEPRECIATION> (39917) (39917)
<TOTAL-ASSETS> 305070 305070
<CURRENT-LIABILITIES> 111322 111322
<BONDS> 0 0
<COMMON> 15242 15242
0 0
0 0
<OTHER-SE> 55200 55200
<TOTAL-LIABILITY-AND-EQUITY> 305070 305070
<SALES> 122061 225862
<TOTAL-REVENUES> 123339 228570
<CGS> 97540 178874
<TOTAL-COSTS> 117841 219576
<OTHER-EXPENSES> 429 1013
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 4655 9225
<INCOME-PRETAX> 414 (1244)
<INCOME-TAX> 22 63
<INCOME-CONTINUING> 392 (1307)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 392 (1307)
<EPS-PRIMARY> 0.03 (0.09)
<EPS-DILUTED> 0.03 (0.09)
</TABLE>
FIFTH AMENDMENT TO CREDIT AGREEMENT
FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of June 28,
1995 (this "Amendment"), to the Revolving Credit, Factoring and
Security Agreement, dated as of September 20, 1993, as amended by
letter agreement Re: Amendment to Credit Agreement with respect
to the Mississippi Property, dated June 14, 1994 (the "First
Amendment"), and by letter agreement Re: Amendment to Credit
Agreement with respect to Additional Guarantors, dated August 24,
1994 (the "Second Amendment"), and by the Third Amendment to
Credit Agreement, dated as of February 28, 1995 (the "Third
Amendment"), and by the Fourth Amendment to Credit Agreement
dated as of March 1, 1995 (the "Fourth Amendment") (as so
amended, and as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), between THE
CIT GROUP/COMMERCIAL SERVICES, INC. ("Lender") and SALANT
CORPORATION ("Borrower").
WITNESSETH:
WHEREAS, Lender and Borrower are parties to the Credit
Agreement;
WHEREAS, Borrower has requested Lender to amend the Credit
Agreement to increase the Maximum Credit (as defined therein) for
the month of June, 1995; and
WHEREAS, Lender is willing to make such amendment to the
Credit Agreement upon the terms and subject to the conditions set
forth in this Amendment.
NOW, THEREFORE, in consideration of the premises, the
parties hereto hereby agree, effective as of the date hereof, as
follows:
1. Defined Terms. Initially capitalized terms used
and not otherwise defined herein shall have their respective
meanings as defined in the Credit Agreement.
2. Amendment of Section 3.3. Section 3.3 of the
Credit Agreement is amended by deleting the dollar amount of
"$130,000,000" set forth opposite the month of June, and
inserting the dollar amount of "$132,000,000" in lieu thereof.
3. Continuing Effect of Credit Agreement. This
Amendment shall not constitute a waiver or amendment of any
provision of the Credit Agreement not expressly referred to
herein and shall not be construed as a consent to any further or
future action on the part of Borrower that would require consent
of Lender. Except as expressly amended, the provisions of the
Credit Agreement are and shall remain in full force and effect.
<PAGE>
4. Counterparts. This Amendment may be executed in
counterparts, and all of such counterparts taken together shall
be deemed to constitute one and the same instrument.
5. Governing Law. This Amendment shall be governed by,
and construed and interpreted in accordance with, the laws of the
State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered in New York, New York
by their proper and duly authorized officers as of the day and
year first above written.
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By /s/Kenneth Wendler
Name: Kenneth Wendler
Title: Vice President
SALANT CORPORATION
By /s/ Richard P. Randall
Name: Richard P. Randall
Title: Senior Vice President and CFO
CONSENT OF GUARANTORS
Each of the undersigned, CLANTEXPORT, INC., DENTON MILLS,
INC., FROST BROS. ENTERPRISES, INC., SLT SOURCING, INC., VERA
LICENSING, INC., SALANT CANADA INC. and J.J. FARMER CLOTHING
INC., each a Guarantor under its respective Guarantee, each dated
as of September 20, 1993 (individually, its "Guarantee"), made in
favor of The CIT Group/Commercial Services, Inc. ("Lender")
pursuant to the Credit Agreement as defined in the Fifth
Amendment to Credit Agreement, dated as of June 28 , 1995 between
Lender and Salant Corporation (the "Amendment"), to which this
Consent is attached, hereby consents to the Amendment and the
matters contemplated thereby, and hereby confirms and agrees that
its Guarantee is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects
except that, on or after the effective date of the Amendment,
each reference in its Guarantee to "the Credit Agreement",
"thereunder", "thereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit
Agreement as amended by the Amendment.
IN WITNESS WHEREOF, each of the undersigned has caused this
Consent of Guarantors to be duly executed and delivered by its
authorized officer as of the 28th day of June, 1995.
CLANTEXPORT, INC. FROST BROS. ENTERPRISES, INC.
By: /s/Richard P. Randall By: /s/Richard P. Randall
Title: Vice President Title: Vice President
DENTON MILLS, INC. SLT SOURCING, INC.
By: /s/Richard P. Randall By: /s/Richard P. Randall
Title: Vice President Title: Vice President
VERA LICENSING, INC. SALANT CANADA INC.
By: /s/Richard P. Randall By: /s/Richard P. Randall
Title: Vice President Title: Vice President
J.J. FARMER CLOTHING INC.
By: /s/Todd Kahn
Title: Secretary
SIXTH AMENDMENT TO CREDIT AGREEMENT
SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of August 15,
1995 (this "Amendment"), to the Revolving Credit, Factoring and
Security Agreement, dated as of September 20, 1993, as amended by
letter agreement Re: Amendment to Credit Agreement with respect to
the Mississippi Property, dated June 14, 1994, (the "First
Amendment"), and by letter agreement Re: Amendment to Credit
Agreement with respect to Additional Guarantors, dated August 24,
1994 (the "Second Amendment"), and by the Third Amendment to Credit
Agreement, dated as of February 25, 1995 (the "Third Amendment"),
and by the Fourth Amendment to Credit Agreement, dated as of March
1, 1995 (the "Fourth Amendment"), and by the Fifth Amendment to
Credit Agreement, dated as of June 28, 1995 (the "Fifth Amendment")
(as so amended, and as further amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), between THE
CIT GROUP/COMMERCIAL SERVICES, INC. ("Lender") and SALANT
CORPORATION ("Borrower").
W I T N E S S E T H :
WHEREAS, Lender and Borrower are parties to the Credit
Agreement; and
WHEREAS, Borrower has requested Lender to amend the
Credit Agreement to increase the Maximum Credit (as defined
therein) for the months of August, September and October of 1995;
and
WHEREAS, Lender is willing to make such amendment to the
Credit Agreement upon the terms and subject to the conditions set
forth in this Amendment.
NOW, THEREFORE, in consideration of the premises, the
parties hereto agree, effective as of the Effective Date hereof (as
defined below), as follows:
1. Defined Terms. Initially capitalized terms used and
not otherwise defined herein shall have their respective meanings
as defined in the Credit Agreement.
2. Ledger Debt. The following defined term is hereby
added to Section 1 of the Credit Agreement, as Section 1.50.1
thereof:
"1.50.1 'Ledger Debt' shall mean all now existing and
hereafter arising indebtedness of Borrower to Lender relating to
Borrower's purchase of goods or services from any Person whose
accounts receivable are factored or financed by Lender."
3. Obligations. Section 1.63 of the Credit Agreement
is amended in its entirety to read as follows:
"1.63 'Obligations' shall mean any and all
obligations, liabilities and indebtedness of Borrower to
Lender of every kind and description now existing and
hereafter arising under this Agreement and the other
Financing Agreements, however evidenced, whether direct
or indirect, absolute or contingent, joint or several,
secured or unsecured, due or not due, primary or
secondary, liquidated or unliquidated, whether arising
before, during or after the initial or any renewal term
hereof, or after the commencement of any case with
respect to Borrower under the Bankruptcy Code or any
similar statute, including, without limitation, all
principal, interest, financing charges, early termination
and other fees, commissions and expenses payable to
Lender, including, but not limited to, reasonable
attorneys' fees and disbursements, chargeable to Borrower
and due from Borrower under this Agreement and the other
Financing Agreements, and including, but not limited to,
all Ledger Debt."
4. Maximum Credit. Section 3.3 of the Credit
Agreement is amended in its entirety as follows:
"3.3 Maximum Credit
The aggregate principal amount of the Revolving Loans and
Letter of Credit Accommodations at any time outstanding (the
"Maximum Credit") shall not exceed $120,000,000, provided, however,
that solely for, and at all times during, the months of March,
April, May, June, July, August, September and October of 1995, such
outstanding amount shall not exceed the amount set forth below
opposite each such month, and provided further, however, that
during the first twenty (20) days of each month, the Maximum Credit
may equal but not exceed the higher of (i) the Maximum Credit on
the last day of the immediately preceding month or (ii) the amount
set forth below opposite such month:
Month Amount
March $132,000,000
April $135,000,000
May $130,000,000
June $132,000,000
July $130,000,000
August $135,000,000
September $135,000,000
October $130,000,000
Notwithstanding anything to the contrary contained
herein, the Maximum Credit as of November 21, 1995
and thereafter shall not exceed $120,000,000."
5. Conduct of Accounts; Cross-Collateralization. Section
3.7(d) of the Credit Agreement is amended in its entirety as
follows:
"(d) All loans, advances, interest, fees, commissions,
costs, expenses, or other charges hereunder, under the
other Financing Agreements or in connection herewith or
therewith, and any and all Revolving Loans, and, upon the
occurrence and during the continuance of an Event of
Default, any and all Ledger Debt, may be charged directly
to any account(s) of Borrower maintained by Lender."
6. Events of Default.
(a) Section 8.1(a)of the Credit Agreement is amended in
its entirety as follows:
"(a) Borrower shall fail to pay any of the
Obligations (other than Ledger Debt) when due; or".
(b) The "," at the end of Section 8.1(r) is hereby
deleted and replaced with "; or ".
(c) The following subsection is added to Section 8.1 as
Section 8.1(s) thereof:
"(s) Borrower shall fail to pay Ledger Debt which
is due and payable without any claim or right of
offset in an aggregate amount of at least Two
Million Five Hundred Thousand $2,500,000 Dollars
for more than sixty (60) days beyond the due date
thereof."
7. Effectiveness. This Amendment shall become
effective on the date (the "Effective Date") Lender shall have
received each of the following:
(a) The written consent of all Participants to the
execution and delivery of this Amendment by Lender.
(b) Counterparts of this Amendment, duly executed and
delivered by Borrower and Lender.
(c) The due execution of the Consent of Guarantors
attached hereto as Exhibit A, executed by all of the Guarantors.
8. Continuing Effect of Credit Agreement. Except as
expressly amended, no other amendments or modification to the
Credit Agreement are intended or implied and the Credit Agreement
remains in full force and effect in accordance with all of its
existing terms and provisions.
9. Counterparts. This Amendment may be executed in one
or more counterparts, each of which when executed shall be deemed
an original and all of which, when taken together, shall constitute
but one and the same instrument.
IN WITNESS WHEREOF, Lender and Borrower have caused this
Amendment to be duly executed and delivered in New York, New York
by their proper and duly authorized officers as of the day and year
first above written.
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By:
Title:
SALANT CORPORATION
By:
Title:
CONSENT OF GUARANTORS
Each of the undersigned, CLANTEXPORT, INC., DENTON MILLS,
INC, FROST BROS. ENTERPRISES, INC., SLT SOURCING, INC. and VERA
LICENSING, INC., each a Guarantor under its respective Guarantee,
each dated as of September 30, 1993 and SALANT CANADA INC. and J.J.
FARMER CLOTHING, INC. each a Guarantor under its respective
Guaranty (Unlimited Liability), each dated as of September 20, 1994
(individually, in the case of each of the foregoing Guarantors, its
"Guarantee"), made in favor of The CIT Group/Commercial Services,
Inc. ("Lender") pursuant to the Credit Agreement as defined in the
Sixth Amendment to Credit Agreement, dated as of August ,
1995, between Lender and Borrower (the "Amendment") to which this
Consent is attached, hereby consents to the Amendment and hereby
confirms and agrees that its Guarantee is, and shall continue to
be, in full force and effect and is hereby ratified and confirmed
in all respects except that, on or after the Effective Date (as
defined in the Amendment), each reference in its Guarantee to "the
Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement shall mean and be a reference to
the Credit Agreement as amended by the Amendment.
IN WITNESS WHEREOF, each of the undersigned has caused
this Consent of Guarantors to be duly executed and delivered by its
authorized officer as of the 15th day of August, 1995.
CLANTEXPORT, INC. FROST BROS. ENTERPRISES, INC.
By: By:
Title: Title:
DENTON MILLS, INC. SLT SOURCING, INC.
By: By:
Title: Title:
VERA LICENSING, INC. SALANT CANADA INC.
By: By:
Title: Title:
J.J. FARMER CLOTHING INC.
By:
Title:
