<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD YEAR ENDED
SEPTEMBER 30, 1999 OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ______________ TO ________________.
Commission file number 333-64669
GLOBE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2017769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
456 Bedford Street, Fall River, Massachusetts 02720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 508/674-3585
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
--- ---
As of September 30, 1999, the Registrant had 2,179,150 shares of
Common Stock outstanding.
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - September 30, 1999 (Unaudited)
and December 31, 1998.....................................................1
Condensed Consolidated Statements of Income (Unaudited) -
Three Months Ended September 30, 1999 and 1998; Nine Months Ended
September 30, 1999 and 1998...............................................2
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Nine Months Ended September 30, 1999 and 1998.............................3
Notes to Condensed Consolidated Financial Statements (Unaudited) -
September 30, 1999........................................................4
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations..................................................6
Item 3. Quantitative and Qualitative Disclosure about Market Risk..............8
PART II OTHER INFORMATION
Item 1. Legal Proceedings......................................................8
Item 2. Changes in Securities and Use of Proceeds..............................9
Item 3. Defaults Upon Senior Securities........................................9
Item 4. Submission of Matters to a Vote of Security Holders....................9
Item 5. Other Information......................................................9
Item 6. Exhibits and Reports on Form 8-K.......................................9
<PAGE>
PART I
------
GLOBE HOLDINGS, INC
Condensed Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
(Unaudited) (Note A)
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 3,369 $ 1,439
Accounts receivable, net 39,518 22,510
Inventories 19,421 18,380
Prepaid taxes and other assets 9,464 8,852
--------- ---------
Total current assets 71,772 51,181
Property, plant and equipment 166,485 157,436
Less accumulated depreciation (81,407) (74,107)
--------- ---------
Net property, plant and equipment 85,078 83,329
Other assets 11,599 12,526
--------- ---------
Total assets $ 168,449 $ 147,036
========= =========
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable $ 8,036 $ 6,012
Accrued interest expense 4,064 7,773
Other current liabilities 12,152 5,010
Note payable 29,600 11,300
--------- ---------
Total current liabilities 53,852 30,095
Other long-term liabilities 7,271 5,908
Long-term debt 109,450 115,000
Senior subordinated notes 150,000 150,000
Senior discount notes 28,722 25,855
Stockholders' equity (deficit)
Common stock, Class A, voting, $.01 par value
5,000,000 shares authorized 22 22
Paid in capital 44,017 44,017
Retained earnings (224,885) (223,861)
--------- ---------
Total stockholders' equity (deficit) (180,846) (179,822)
--------- ---------
Total liabilities and stockholders' equity (deficit) $ 168,449 $ 147,036
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-1-
<PAGE>
GLOBE HOLDINGS, INC
Condensed Consolidated Statements of Income
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended Nine months ended
-------------------------- --------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
September 30, September 30, September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales $ 43,102 $ 40,831 $ 131,060 $ 133,321
Cost and expenses:
Cost of sales 28,098 25,126 88,023 84,682
Selling, general & administrative expenses 6,264 7,255 17,999 19,265
Research & development expenses 812 1,031 3,147 3,144
Interest, net 8,220 4,951 24,053 6,739
Transaction compensation expense - 5,778 - 5,778
Transaction commitment fee expense - 1,000 - 1,000
Miscellaneous (357) 8 (574) (647)
--------- --------- --------- ---------
43,037 45,149 132,648 119,961
--------- --------- --------- ---------
Income before incomes taxes and
extraordinary item 65 (4,318) (1,588) 13,360
Provision for income taxes 26 (1,245) (563) 5,393
--------- --------- --------- ---------
Income/(loss) before extraordinary item 39 (3,073) (1,025) 7,967
Loss from write-off of deferred financing
cost, net of income taxes - 187 - 187
--------- --------- --------- ---------
Net income/(loss) $ 39 $ (3,260) $ (1,025) $ 7,780
========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
-2-
<PAGE>
GLOBE HOLDINGS, INC
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ending
--------------------------
(Unaudited) (Unaudited)
September 30, September 30,
1999 1998
------------- -------------
<S> <C> <C>
Cash from (used in) operations ($9,901) $ 19,595
Investing Activities
Capital expenditures (6,080) (26,317)
Other (265) 173
------- --------
(6,345) (26,144)
------- --------
Financing Activities
Net change in note payable 18,300 3,325
Principal payments on long-term debt -- (3,750)
Net effect of recapitalization transaction -- 7,012
Other (124) (219)
------- --------
18,176 6,368
------- --------
Net increase (decrease) in cash and cash
equivalents 1,930 (181)
Cash and cash equivalents at beginning of year 1,439 1,947
------- --------
Cash and cash equivalents at end of period $3,369 $ 1,766
======= ========
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE>
Globe Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands)
September 30, 1999
Note A. Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September 30,
1999 are not necessarily indicative of the results that may be expected for the
year ended December 31, 1999.
The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant Company and Subsidiaries' annual
report on Form 10-K for the year ended December 31, 1998.
Note B. Inventories
The components of inventory consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
------------- ------------
1999 1998
------------- ------------
<S> <C> <C>
Raw materials $ 3,418 $ 2,688
Finished goods 16,811 16,500
------- -------
$20,229 $19,118
Less LIFO reserve (808) (808)
------- -------
$19,421 $18,380
</TABLE>
-4-
<PAGE>
Note C. Debt
Long-term debt consists of the following:
<TABLE>
<CAPTION>
September 30 December 31
------------ -----------
1999 1998
------------ -----------
<S> <C> <C>
Term loan A, principal due in variable semi-annual
installments through 2005; variable rate interest $ 60,000 $ 60,000
Term loan B, principal due in variable semi-annual
installments through 2006; variable rate interest 55,000 55,000
Senior Subordinated Notes, due 2008; interest at 10% 150,000 150,000
Senior Discount Notes, due 2009; semiannual cash interest
payments at 14% beginning February 2004, less original issue
discount of $20,364 and $23,231 28,722 25,855
-------- --------
Less current maturities 293,721 290,855
5,550 -
-------- --------
$288,171 $290,855
</TABLE>
On March 23, 1999 the Company exchanged all of its outstanding 14% Senior
Discount Notes due 2009 for an equal amount of its Series B 14% Senior Discount
Notes due 2009.
On March 23, 1999 the Company's wholly-owned subsidiary, Globe
Manufacturing Corp., exchanged all of its outstanding 10% Senior Subordinated
Notes due 2008 for an equal amount of its Series B 10% Senior Subordinated Notes
due 2008.
On October 20, 1999, the Company amended its existing Senior Credit
Facility. The amendment revises covenant ratios, establishes a minimum EBITDA
test, determines the availability of the revolving loan based on a leverage
ratio test, subjects the Code Hennessy and Simmons management fee to a leverage
ratio test, and increases interest rate margins. The amendment was necessary
because the Company was not able to meet certain covenants under its Senior
Credit Facility.
Note D. Segment Information
Globe Holdings, Inc., together with its subsidiaries (the "Company")
operates in one industry segment encompassing the manufacture and sale of
elastomeric fibers. These fibers, which consist of spandex fibers and latex
thread, are sold to customers in the textile and apparel industries that are
geographically diversified throughout the United States and in various foreign
countries. The Company's manufacturing facilities are located in the United
States. The following is a summary by geographic area of revenues from
customers. Revenues are attributed to each geographic location based upon the
location of the Company's customers.
<TABLE>
<CAPTION>
September 30, September 30,
------------- -------------
1999 1998
------------- -------------
<S> <C> <C>
United States................. $ 85,937 $ 90,351
Europe........................ 25,305 25,217
Asia.......................... 8,458 4,740
Central and South America..... 3,515 2,865
Other......................... 7,845 10,148
-------- --------
Total Sales................... $131,060 $133,321
======== ========
</TABLE>
-5-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Net sales of the Company were $43.1 million for the third quarter of 1999
and $131.1 million for the nine months ended September 30, 1999, representing an
increase of 5.6% and a decrease of 1.7%, respectively, over the corresponding
periods of 1998. The increase in the third quarter from the corresponding
periods of 1998, is directly related to the increase in sales volume of fine
denier spandex that were partially offset by marginal decreases in sales volumes
of heavy denier spandex and latex fiber. The slight decrease for the nine month
period compared to the corresponding period of 1998 is attributed to decreases
in selling prices of fine denier spandex and latex fibers.
Gross margin for the third quarter was $15.0 million and $43.0 million for
the nine months ended September 30, 1999, representing decreases of 4.5% and
11.5%, respectively, over the corresponding periods of 1998. The Company's gross
margin as a percentage of net sales was 34.8% for the third quarter and 32.8%
for the nine month period, compared to 38.4% and 36.5%, respectively, for the
corresponding periods in 1998. The decrease in gross margin was primarily due to
a decrease in pricing on fine denier spandex.
Selling, general and administrative expenses were $6.3 million for the
third quarter of 1999, and $18.0 million for the nine months ended September
30, 1999, representing decreases of 13.7% and 6.6%, respectively, over the
corresponding periods of 1998. As a percentage of net sales, selling, general
and administrative expenses were 14.5% for the third quarter and 13.7% for the
nine month period, compared to 17.8% and 14.4%, respectively, for the
corresponding periods in 1998.
Research and development expenses were $0.8 million for the third quarter
of 1999, and $3.1 million for the nine months ended September 30, 1999, compared
to $1.0 million and $3.1 million, respectively, for the corresponding periods in
1998. Research and development expenses for the Company as a percentage of net
sales were 1.9% for the third quarter and 2.4% for the nine month period,
compared to 2.5% and 2.3% for the corresponding periods in 1998.
Net interest expense was $8.2 million for the third quarter and $24.1
million for the nine months ended September 30, 1999, compared to $5.0 million
and $6.7 million, respectively, for the corresponding periods in 1998. The
increase in interest expense was directly attributable to the recapitalization
of the Company.
-6-
<PAGE>
Liquidity and Capital Resources
Cash used by operating activities was $9.9 million for the nine months
ended September 30, 1999 as compared to cash provided by operating activities of
$19.6 million for the comparable prior year period. The reduction in cash
provided by operating activities for the nine months ended September 30, 1999
was due to increases in interest expense, accounts receivable, inventories,
prepaid taxes, and a decrease in accrued expenses. This reduction was partially
offset by an increase in accounts payable, accretion on discounted notes, and
depreciation and amortization.
The average days sales outstanding for accounts receivable was
approximately 72 days for the nine months ended September 30, 1999 compared to
56 days for the comparable prior year period. The increase in days sales
outstanding is due to increases in export sales, and export sales made with
extended terms. Export sales represented 34.3% and 31.6% of total sales for the
nine months ended September 30, 1999 and 1998, respectively. Inventory balances
increased $1.0 million from December 31, 1998, primarily due to an increase in
unit sales volume of fine denier spandex compared to the fourth quarter of 1998,
raising the level and value of inventory on hand. The note payable increased
$18.3 million primarily due to interest payments due on the senior subordinated
notes and working capital needs.
Capital expenditure, including capital leases, were $9.1 million for the
nine months ended September 30, 1999 compared to $26.3 million for the
comparable prior year period. Capital expenditures for the nine months ended
September 30, 1998 consisted primarily of expenditures for the expansion of the
Tuscaloosa facility.
As part of the recapitalization transaction, the Company entered into a
Senior Credit Facility consisting of a $115.0 million term loan facility, which
was fully drawn upon the consummation of the transaction and a $50.0 million
revolving loan facility. The revolving loan facility is available for general
corporate and working capital purposes.
On October 20, 1999, the Company amended its existing Senior Credit
Facility. The amendment revises covenant ratios, establishes a minimum EBITDA
test, determines the availability of the revolving loan based on a leverage
ratio test, subjects the Code Hennessy and Simmons management fee to a leverage
ratio test, and inceases interest rate margins. The amendment was necessary
because the Company was not able to meet certain covenants under its Senior
Credit Facility.
Impact of the Year 2000 Issue
The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000.
If the Company, its significant customers or suppliers fail to make
necessary modifications and conversions on a timely basis, the year 2000 issue
could have a material adverse effect on Company operations. However, the impact
cannot be quantified at this time. The Company believes that its competitors
face similar risks.
The Company has established a corporate-wide project team to identify non-
compliant software and complete the corrections required for the year 2000
issue. The Company has successfully repaired existing manufacturing and the
majority of the ancillary systems in all locations. The Company has also
successfully implemented a new software system that is compliant with year 2000.
The new system encompasses the Company's financial, inventory costing, and
distribution systems. The Company also has made inquiry of its major customers
and suppliers to assess their compliance. There can be no assurance that there
will not be a material adverse effect on the Company if third party governmental
or business entities do not convert or replace their systems in a timely manner
and in a way that is compatible with the Company's systems.
Costs related to the year 2000 issue are funded through operating cash
flows. Through September 30, 1999, the Company expended approximately $350,000
in systems development and remediation efforts, and modifying the applicable
code of existing software. The Company estimates remaining costs to be
immaterial. The Company presently believes that the total cost of achieving year
2000 compliant systems will not be material to the Company's financial
condition, liquidity or results of operations.
-7-
<PAGE>
Time and cost estimates are based on currently available information.
Developments that could affect estimates include, but are not limited to, the
availability and cost of trained personnel, the ability to locate and correct
all relevant computer code and systems and remediation success of the Company's
customers and suppliers.
Forward-Looking Information
This Quarterly Report on Form 10-Q contains certain forward-looking
statements, including, without limitation, statements concerning the Company's
future financial position, business strategy, budgets, projected costs and plans
and objectives of management for future operations. These forward-looking
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (which do not apply to initial public
offerings). Forward- looking statements generally can be identified by the use
of forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe," "should," "plans," or "continue" or the
negative thereof or variations thereon or similar terminology. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. These forward-looking statements are subject to a
number of risks and uncertainties, including, without limitation, those related
to the Company's substantial leverage and debt service requirements, the
Company's dependence on significant customers and on certain suppliers, the
effects of competition on the Company, the risks related to environmental,
health and safety laws and regulations, the Company's exposure to foreign sales
risk and the cyclicality of the textile industry, risks related to the year 2000
issue, and the other factors discussed in the Company's filings with the
Securities and Exchange Commission. Actual results could differ materially from
these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Company's market risk disclosure set forth in the Company's Annual
Report on Form 10-K has not changed significantly through the nine months ended
September 30, 1999.
Part II Other Information
Item 1. Legal Proceedings
In April 1997 two domestic purchasers of extruded latex thread filed a
complaint against a number of foreign manufacturers and distributors of such
thread, including an Indonesian limited liability company in which Globe
Holdings then owned a 40% interest (the "Joint Venture"). The complaint alleged
an international conspiracy to restrain trade in, and fix prices of, the thread
in the U.S. The Company was not named as a defendant in the case. The Joint
Venture alleged in its motion to dismiss that not all parties to the conspiracy
had been joined. There can be no assurance that the Company will not be named
in the future. The Company is entitled to indemnification from, among other
items, any liabilities arising out of any criminal or civil antitrust claims or
investigations resulting from the above-described proceedings to the extent
related to the Company's activities prior to the recapitalization transaction in
1998. This indemnity expires on December 31, 2001.
-8-
<PAGE>
The U.S. Department of Commerce has imposed anti-dumping duties on
Indonesian extruded latex producers. Additional duties of 28.29% have been
levied on extruded latex thread imported from Indonesia from May 1999 going
forward.
From time to time, the Company has been and is involved in various legal
proceedings, all of which management believes are routine in nature and
generally incidental to the conduct of its business. The ultimate legal and
financial liability of the Company with respect to such proceedings cannot be
estimated with certainty, but the Company believes, based on its examination of
such matters, that none of such proceedings, if determined adversely to the
Company, would have a material adverse effect on the Company's results of
operations, financial condition and its ability to meet its obligations under
the Company's existing debt.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.16* Second Amendment to the Credit Agreement, dated as of May 24, 1999.
10.17* Third Amendment and Waiver to the Credit Agreement, dated as of
October 20, 1999.
* Filed as an Exhibit to the Form 10-Q filed by Globe Manufacturing Corp.
with the Securities and Exchange Commission on November 15, 1999.
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
-9-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GLOBE HOLDINGS, INC.
Date: November 12, 1999 By: /s/ LAWRENCE R. WALSH
--------------------------------
Lawrence R. Walsh
Vice President, Finance and
Administration and duly
authorized signatory on
behalf of the Registrant
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GLODE HOLDINGS, INC. FOR THE NINE MONTHS ENDED SEPTEMBER
30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 3,369
<SECURITIES> 0
<RECEIVABLES> 41,985
<ALLOWANCES> 2,467
<INVENTORY> 19,421
<CURRENT-ASSETS> 71,772
<PP&E> 166,485
<DEPRECIATION> 81,407
<TOTAL-ASSETS> 168,449
<CURRENT-LIABILITIES> 53,852
<BONDS> 293,722
0
0
<COMMON> 22
<OTHER-SE> (180,868)
<TOTAL-LIABILITY-AND-EQUITY> 168,449
<SALES> 131,060
<TOTAL-REVENUES> 131,060
<CGS> 88,023
<TOTAL-COSTS> 109,169
<OTHER-EXPENSES> (574)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,053
<INCOME-PRETAX> (1,588)
<INCOME-TAX> (563)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,025)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
