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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[XX] Annual report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 (Fee Required)
For the fiscal year ended May 31, 1997, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
For the transition period from ___________ to ___________
Commission file number: 0-19402
VANS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0272893
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
15700 Shoemaker Avenue, Santa Fe Springs, California 90670
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(Address of principal executive offices) (Zip Code)
(562) 565-8267
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(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value per share
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(Title of Class)
Indicate by check mark whether 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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
The approximate aggregate market value of the Common Stock held by
non-affiliates of registrant (computed based on the average bid and asked prices
of the Common Stock, as reported on the NASDAQ National Market System on August
25, 1997), is $146,829,230.
The number of shares of registrant's Common Stock outstanding at August 25,
1997, is 13,203,401.
Documents Incorporated By Reference:
Portions of registrant's definitive Proxy Statement for its 1997 Annual Meeting
of Stockholders are incorporated by reference into Part III of this report; and
certain exhibits are incorporated by reference into Part IV of this report.
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VANS, INC.
FORM 10-K
For the Fiscal Year Ended May 31, 1997
TABLE OF CONTENTS
<TABLE>
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PAGE NO.
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Part I
<S> <C> <C>
Item 1. Business.................................................... 3
Item 2. Properties.................................................. 13
Item 3. Legal Proceedings........................................... 13
Item 4. Submission of Matters to a Vote of Security Holders......... 13
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters....................................... 14
Item 6. Selected Financial Data..................................... 14
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations............. 14
Item 8. Financial Statements and Supplementary Data................. 21
Item 9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure.................... 21
Part III
Item 10. Directors and Executive Officers of the Registrant.......... 21
Item 11. Executive Compensation...................................... 21
Item 12. Security Ownership of Certain Beneficial
Owners and Management..................................... 21
Item 13. Certain Relationships and Related Transactions.............. 21
Part IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K................................................ 21
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ITEM 1. BUSINESS
GENERAL
Vans, Inc. (the "Company") is a leading designer, manufacturer and
distributor of high quality casual and active-casual footwear and apparel,
performance footwear for enthusiasts sports such as skateboarding and BMX
mountain biking, and snowboard boots and snowboarding outerwear. The Company was
founded in 1966 in Southern California as a domestic manufacturer of vulcanized
canvas shoes. The Company markets its products worldwide to a target customer
base of 10 to 24 year old young men and women. The Company is incorporated in
Delaware.
To capitalize on the strength of the VANS brand with young men and women
worldwide, the Company repositioned itself during fiscal 1996 from a domestic
manufacturer to a marketing-driven company. In particular, the Company: (i)
began sourcing new products from overseas; (ii) leveraged its brand equity with
young people to create products centered around increasingly popular enthusiasts
sports, such as the Company's snowboard boot line, and products that have a
lifestyle orientation; (iii) designed a marketing strategy to promote the VANS
brand and stay close to the product desires of its target customers; (iv)
restructured its operations which culminated with the July 1995 closing of its
underutilized Orange, California manufacturing facility (the "Orange Facility")
and the consolidation of the production of its traditional vulcanized shoes at
its smaller Vista, California manufacturing facility (the "Vista Facility"); and
(v) enhanced its management information and inventory control systems to better
control costs and increase operational efficiencies.
MARKETING AND PROMOTION
The Company markets the VANS brand through the sponsorship of
alternative sport and entertainment events, print and television advertising and
alternative sport athletic endorsements. In addition, point-of-purchase
merchandising used by the Company's customers, as well as the design of the
Company's retail stores and factory outlets, further promote the VANS brand.
ALTERNATIVE SPORTS AND ENTERTAINMENT EVENT SPONSORSHIPS
The Company's marketing and promotion strategy includes the sponsorship
of alternative sporting and entertainment events. Among the events and
activities the Company has sponsored are the 1995 and 1996 World Championships
of Skateboarding (with The Hard Rock Cafe), the 1996 Vans World Championship of
Snowboarding and contests such as the Battle of the Bay and Slam City Pro, the
Brooklyn Bridge Skate Ramp, the Wild Women's Snowboarding Camp, the National
Bike League and the American Bike League. Recently, the Company purchased the
assets associated with the Triple Crown of Surfing, which encompasses three of
the premier events in professional surfing, the Hawaiian Pro Surfing
Championship, the World Cup of Surfing, and the Pipemasters Surfing Classic. The
Company also sponsors snow, skate and surf videos and "demo days" at ski and
snowboard resorts around the country.
The Company is the exclusive title sponsor, and a part-owner, of the
"VANS Warped Tour." This event visits top young adult markets throughout the
world. The 1996 Tour visited 34 markets and was seen by an estimated 200,000
people. The 1997 Tour will visit 29 U.S. and Canadian markets, and eight cities
in Europe and Australia, and will appear before approximately 400,000 people.
The Tour is an affordable daytime lifestyle, music and sports festival for
teenagers and young adults, with skateboarding, biking and climbing events,
retailer booths, video games, prize giveaways and performances by emerging
alternative bands. It also features an amateur skateboarding competition in
selected locations, with the winners being invited to participate at the World
Championships of Skateboarding. The Tour is promoted through local radio, print,
poster and flyer distribution, supplemented by national promotion via
television, print and the Internet. The Company, along with Epitaph Records, has
compiled a CD featuring certain bands performing on the 1997 Tour, to be used as
a gift with a VANS product purchase. The Tour and the CD promotion are designed
to coincide with the "Back to School" season.
The Company also recently signed a letter of intent to purchase a
minority interest in Board Wild LLC ("BW"), producer of the syndicated "Board
Wild" television series, a program which features board sports, such as
snowboarding, surfing and skateboarding, and the athletes who participate in
them. Under the proposed Agreement, the Company will become a permanent sponsor
of the series and will receive preferred advertising placement and rates on
series episodes. The series will also give added exposure to the Company's
athletes and events.
ATHLETIC ENDORSEMENTS
The Company sponsors over 200 of the world's top male and female
athletes in numerous sports including skateboarding, snowboarding, surfing,
wakeboarding, and BMX mountain biking. The Company's sponsored athletes aid in
the design of the Company's products, make promotional appearances, wear the
Company's products exclusively and increase overall consumer awareness of the
VANS brand. The Company supports its sports marketing with print and television
advertising featuring its sponsored athletes.
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PRINT AND TELEVISION ADVERTISEMENTS
The VANS alternative sports image is enhanced by print and advertising
campaigns which depict youthful, contemporary lifestyles and attitudes and are
carried on networks such as MTV, Fox Sports Net and espn2, and in magazines such
as TransWorld SKATEboarding, Thrasher and TransWorld SNOWboarding. The Company
promotes its lifestyle image through advertisements in a number of magazines
that appeal to its target customer group, including Rolling Stone, BMX Plus,
BAM, Spin, Vibe, Option, Bikini, and Details. In addition, the Company
selectively advertises in widely circulated fashion and lifestyle magazines,
such as Seventeen and YM. The Company develops much of its advertising in-house,
which the Company believes allows it to respond more quickly and with a greater
degree of creative and cost control.
WORLD WIDE WEB SITE
Since September 1995, the Company has marketed its products and image
through its interactive home page on the World Wide Web to customers who
directly access the Internet. The Website includes a product catalog, photos,
interviews, sound and video clips of bands who wear VANS products, profiles and
interviews with members of the Company's sports teams, information on
Company-sponsored events, celebrities who wear VANS products and the Company's
history.
Seeking to further exploit the opportunities presented by the World Wide
Web, the Company recently acquired a minority interest in The Zone Network, a
Seattle-based company ("Zone") which publishes "The Mountain Zone," a Website
focusing on mountain-related events, including snowboarding and mountain biking.
As part of this transaction, Zone will assist the Company in re-designing its
Web page and will provide the Company with the opportunity to market the VANS
brand and VANS products on The Mountain Zone.
PRODUCT DESIGN AND DEVELOPMENT
The Company's product design and development efforts are centered around
leading edge trends in the worldwide youth culture, including such areas as
enthusiast sports, alternative music, television, clothing and movies. The
Company's products are then designed and refined based on consumer and retailer
feedback through multiple product reviews. The Company's designers work to
monitor subtle changes in the sports, music, media and fashions which appeal to
the Company's core customers.
The Company traditionally designs and merchandises three lines of
footwear products per year for the annual Spring, "Back to School" and Holiday
seasons. The Company also intends to introduce two lines of clothing per year.
PRODUCTS
The Company produces a wide variety of casual, active-casual and
performance footwear products and snowboard boots, all of which are designed to
appeal to alternative sport enthusiasts seeking performance footwear and
mainstream consumers seeking footwear that represents youth, individuality and
independence. The average retail prices for the Company's footwear products
range from $30 to $80 for casual and performance footwear, and from $130 to $280
for snowboard boots. The Company has also introduced its first clothing and
accessories lines offering knit shirts, T-shirts, hats, shorts and snowboard
outerwear, bags and backpacks.
The Company's footwear line is segmented into the following categories:
High Performance Series(TM). This line includes the most technical
skateboarding shoes that are only sold in independent skate shops.
Performance Unlimited Series(TM). This line includes technical,
performance-oriented skateboarding and biking shoes that are mainly sold in
athletic footwear and fashion/lifestyle stores.
Skate Prelim Series(TM). This line includes skate-influenced,
non-technical casual canvas and leather shoes that are mainly sold to mass
merchandisers.
Classics. This line includes traditional vulcanized canvas and suede
shoes that are sold through all retail levels.
MEN'S FOOTWEAR
High Performance Series(TM) , Performance Unlimited Series(TM) and
Signature Skate Shoes. Throughout its 30-year history, the VANS brand has long
been associated with skateboarding. The Company offers a variety of High
Performance and Performance Unlimited skate shoes that are designed and
developed for skateboarding, and that have specific features for the sport, such
as grippy gum rubber outsoles, double or triple layers of suede or leather in
the ollie area for extra durability, double or triple stitching for durability,
and extra padded tongues and collars for comfort and support. In addition, High
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Performance skate shoes have additional features for the most demanding riders,
such as an internal elastic tongue holder, extra durable laces, and rubber toe
guards. For the first time, the Company is also introducing technology in its
skate shoes, as part of the High Performance Series(TM). The Company's new
Impulse Technology(TM) helps to prevent heel bruising (one of the main injuries
in skateboarding), and lengthens the life of heel cushioning. The Company also
offers Signature Skate Shoes, and works with the world's top skaters, such as
Steve Caballero, Salman Agah, Tom Boyle, Omar Hassan, Simon Woodstock and Willy
Santos to develop performance footwear. The Company believes the identification
of its shoes with top skaters helps to increase sales of its performance
footwear. Some of the Company's High Performance Series(TM) shoes are Ehkks(TM),
D.B.D.S.(TM) and A-Tack(TM). Performance Unlimited Series(TM) shoes include the
Fairlane II(TM), Kace(TM) and KNU Skool(TM), and the Signature Skate Series(TM)
shoes include the Omar Hassan, Cab 4(TM), Tom Boyle and Simon Woodstock.
Skate Prelim Series(TM) and Classics. The Company's Skate Prelim Series
includes a wide variety of casual suede, leather and canvas shoes with skate
influence. The Classics include traditional vulcanized surf and skate oriented
footwear, as well as basic canvas styles. Some of the Company's Skate Prelim
Series(TM) shoes are the Wally(TM), POP(TM), Jaxx(TM) and L.T.D.(TM). The
Classics include the Classic Slip-On, Authentic(TM), Old Skool(TM) and
SK8-Hi(TM).
WOMEN'S FOOTWEAR
The Company's footwear products for women include skate-influenced
casual shoes, as well as basic, classic deck shoes. Many of the products
incorporate fundamental features of the Company's skate shoes with
fashion-conscious detailing, colors and fabrics, such as suede, leather, nylon
and canvas. The line includes vulcanized shoes, as well as cemented cup-soled
shoes, and sandals. Some of the Company's women's shoes include the Cara-BethTM,
Phuture(TM), Lampin(TM), Vans Sport(TM) and Old Skool(TM).
CHILDREN'S FOOTWEAR
The Company offers a variety of boys' and youth's casual footwear that
follow the direction of the men's Skate Prelim Series(TM), that is, shoes which
are skate-influenced without technical features, as well as Classics. These
shoes include the Wally(TM), POP(TM), Jaxx(TM) and Old Skool(TM).
SNOWBOARD BOOTS
For the 1997/1998 season, the Company has expanded its snowboard boot
line to include its first-ever signature boot series featuring athletes such as
Shaun Palmer, Jaime Lynn and Circe Wallace. As with the Company's signature
footwear series, these athletes actually participate in the design of the boots.
Also featured in this season's line are: (i) five styles which are compatible
with the Switch AutolockTM system, an innovative and convenient step-in boot
binding system; and (ii) five traditional styles, each with various technical
improvements and featuring the Company's Old Skool side stripe.
CLOTHING
In fiscal 1997, the Company terminated its clothing license agreement
with Oneita Industries and formed an in-house clothing division. At the end of
fiscal 1997, the Company introduced its first clothing lines, featuring
activewear items, such as T-shirts, polo shirts, fleece and jackets, as well as
technical snowboarding outerwear items, including nylon jackets and pants, and a
variety of sweaters and polar fleece. For Spring 1998, the Company will expand
its activewear items to include a focused range of T-shirts, knit-shirts,
shorts, board shorts, and hats, as well as a bag line.
SALES AND DISTRIBUTION
The Company has two primary distribution channels for its products: (i)
wholesale sales, which consist of national sales through national and regional
retailers, as well as independent specialty stores, including skate and surf
shops, and international sales through a wholly-owned foreign subsidiary which
contracts with distributors; and (ii) sales through Company-operated retail and
factory outlet stores.
NATIONAL SALES
The Company sells its products through approximately 2,500 active
accounts, including Journeys, Pacific Sunwear, Mervyn's, The Sports Authority,
Foot Action, Kinney Shoe Corporation (which includes Foot Locker, Kids Foot
Locker, Kinney Shoe Stores, Lady Foot Locker and Champs Sporting Goods), Kohls
and Nordstrom. The Company also sells its products through independent retailers
such as skateboard and surf shops to maintain its authenticity and to stay close
to its core customers.
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The Company strives to maintain the integrity of the VANS image by
controlling the distribution channels for its products based on criteria which
include the retailer's image and ability to effectively promote the Company's
products. The Company works with its retailers to display, stock and sell a
greater volume of the Company's products. The Company sells products to its
national accounts primarily through independent sales representatives. Several
of the Company's larger accounts are managed by Company sales executives. The
Company typically engages its independent sales representatives pursuant to
agreements with terms ranging from one to three years in length. Compensation of
independent sales representatives is generally limited to commissions on sales.
INTERNATIONAL SALES
The Company licenses the right to sell VANS products internationally to
its Hong Kong subsidiary, Vans Far East Limited ("VFEL"), which in turn sells
VANS products to distributors for resale in 77 foreign countries. International
distributors of VANS products receive a discount on the wholesale price of
footwear products and are granted the right to resell such products in defined
territories, usually a country or group of countries. Distribution agreements
generally are exclusive, restrict the distributor's ability to sell competing
products, have a term of one to three years, provide a minimum sales threshold
which increases annually, and generally require the distributor to spend up to
5% of its revenues on marketing. VFEL receives payment from all its distributors
in United States dollars.
In fiscal 1997, the Company undertook a strategy to capture increased
international sales and profit by commencing direct operations in selected
countries. In connection with that strategy, the Company acquired 51% of the
common shares of Global Accessories Limited, its distributor for the United
Kingdom ("Global") in November 1996. The Company will acquire the remaining 49%
of the common shares of Global over a five-year period commencing approximately
in November 1997. The Company also recently formed jointly-owned subsidiaries
with a third party to sell the Company's products in Mexico, Brazil and
Argentina. Under this arrangement, the Company will provide product and its
footwear marketing expertise to the ventures, and the third party will provide
financial, advertising and operational support. See "--Certain Considerations -
International Business Operations; Foreign Currency Fluctuations."
Financial information about the Company's export sales is included in
Note 13 to the Company's Financial Statements.
RETAIL SALES
The Company currently operates 84 retail stores. The Company's retail
stores are divided into three store groups, including conventional mall and
freestanding stores, factory outlet stores and clearance stores. The Company's
retail stores carry a wide variety of the Company's footwear products, along
with apparel and accessory items, most of which bear the VANS brand name and
logo. The stores are an integral part of the Company's strategy for building the
VANS brand, providing wide exposure to all of the Company's products and
enabling the Company to stay close to the needs of its customers. During fiscal
1997, the Company continued its strategy of expanding its retail stores beyond
Southern California, opening stores in Williamsburg, Virginia, Las Vegas,
Nevada, Myrtle Beach, South Carolina, and Park City, Utah. Subsequent to the
fiscal year-end, the Company opened stores in Bellport, New York, Riverhead, New
York, and Kansas City, Kansas. It is anticipated that, within the next 12
months, the Company will open its first international stores in Guam and Puerto
Rico.
The standard Company retail store is approximately 1,400 to 2,700 square
feet. A typical Company store is open seven days a week, for an average of
eleven hours per day, and has two or three employees in the store during
business hours. The Company sells factory seconds and discontinued shoes at
discounted prices through 32 factory outlets and clearance stores. The Company
opened five factory outlets during the fiscal 1997. The Company continually
works to upgrade the design and layout of its retail stores as part of its
overall marketing plan and remodels older stores as it resources permit to
further promote the VANS brand image. The Company also, as a matter of course,
seeks to identify underperforming stores for possible closure. The Company
intends to open new factory outlet stores in the leading outlet centers
throughout the country.
DISTRIBUTION FACILITIES
During fiscal 1997, the Company subleased its City of Industry
distribution facility (the "City of Industry Facility"). Domestic distribution
of products is now centralized in the Company's 180,000 square foot facility
located in Santa Fe Springs, California (the "Santa Fe Springs Facility"). See
Item 2. "Properties - Corporate Headquarters and Distribution Facility and -
Sublease of City of Industry Facility." Upon receipt from overseas
manufacturers, the Company's products are inspected, sorted, packaged and
shipped to retail accounts in the United States and abroad. While
foreign-sourced footwear for domestic accounts is generally shipped to the Santa
Fe Springs Facility, such footwear for international sales is typically shipped
directly from the overseas manufacturers to VFEL's international distributors.
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SOURCING AND MANUFACTURING
The Company purchases footwear and snowboard boots from VFEL, which
sources such product from independent manufacturers in South Korea and China.
During fiscal 1997, approximately 85% of the Company's shoes and 100% of the
Company's snowboard boots were manufactured offshore by third party
manufacturers. VFEL utilizes sourcing agents for its footwear and snowboard
boots in South Korea. These agents assist the Company in selecting and
overseeing third party contractors, ensuring quality, sourcing fabrics and
monitoring quotas and other trade regulations. The Company's and VFEL's
production staff and independent sourcing agents together oversee all aspects of
manufacturing and production. As is common in the industry, there are no
agreements between VFEL and any of its contractors or suppliers, however, the
Company is advised that VFEL believes that its relationships with its
contractors and suppliers are good.
Approximately 75% of the Company's clothing is sourced off-shore in
countries such as China, Korea, Israel and India. The Company's clothing
division works directly with the foreign factories to source and develop all
fabrics, trims and styles for the line.
The Company manufactures vulcanized footwear at the 90,400 square foot
Vista Facility. The Vista Facility allows the Company to produce a broader line
of its vulcanized footwear products for its retail stores as well as its
domestic and international accounts. The Vista Facility was established in 1992
to apply integrated cellular manufacturing techniques to the traditional method
of shoemaking. During the second half of fiscal 1997, in response to increased
demand for domestically-produced shoes, the Company increased production at the
Vista Facility by nearly 50%, and increased the number of personnel at the
Facility from approximately 400 to more than 600. The Company currently operates
two shifts a day at the Vista Facility. Manufacturing generally operates on a
five-day week, although Saturday shifts are common during periods of peak
production, primarily in the Spring and "Back To School" seasons.
The Company's quality control program is designed to ensure that all
goods bearing its trademarks meet the Company's standards. With respect to
products manufactured by independent contractors, the Company ensures that VFEL
develops and inspects prototypes of each product prior to manufacture by such
contractors, establishes fittings based on the prototype, inspects samples and,
through its employees or sourcing agents, inspects materials prior to
production. VFEL or its sourcing agents inspect the final product prior to
shipment to the Santa Fe Springs Facility. With respect to licensed products,
the Company oversees the quality control programs of its licensees and regularly
inspects samples of their products.
A wide range of materials are used in the domestic and offshore
production of the Company's footwear. The Company has not experienced a
significant manufacturing delay caused by the unavailability of raw materials,
however, there can be no assurance that difficulties in obtaining raw materials,
particularly specialized materials used in certain women's shoes, will not arise
in the future or that any such difficulties would not have a material adverse
effect on the Company's business. To date, the Company has not experienced any
significant safety or health problems from the use or handling of these raw
materials.
LICENSING
The Company has licensed certain of its trademarks for apparel and
accessory products where the Company believed such arrangements would promote
the VANS brand name and image consistent with the Company's overall marketing
and promotion plan.
Currently, the Company has license agreements with five third party
licensees. The licensees have the exclusive right to manufacture and sell
certain products under the Company's trademarks in specified territories. The
licenses provide for a royalty payment to the Company and typically establish
minimum annual royalty amounts. In the U.S., the Company licenses its trademarks
for socks. In Japan, the Company's license agreements cover footwear, caps,
sports bags, snowboards, apparel, watches and sunglasses. In Germany, the
license agreement covers a variety of bags and, in Italy, the Company's license
agreement covers apparel. The Company is generally permitted to sell its
licensed products through its retail stores and its distributors. The Company's
licenses have varying expiration dates.
COMPETITION
Footwear Industry. The athletic and casual footwear industry is highly
competitive. The Company competes on the basis of the quality and technical
aspects of its products, the 30-year heritage of the VANS brand, and the brand's
authenticity with its core customers and the athletes who participate in the
sports sponsored by the Company. Many of the Company's competitors, such as
Nike, Inc., Reebok International Ltd., Adidas AG and Fila Holding SpA, have
significantly greater financial resources than the Company, have more
comprehensive lines of product offerings, compete with the Company in the Far
East for manufacturing sources and spend substantially more on product
advertising than the Company. In addition, the general availability of offshore
shoe manufacturing capacity allows for rapid expansion by competitors and new
entrants in the footwear market. In this regard, the Company faces significant
competition from large, well-known companies, such as Tommy Hilfiger and
Nautica, which have significant brand recognition. In addition, in the casual
footwear market, the Company competes with a number of companies,
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such as Airwalk, Converse Inc. and Stride Rite Corporation (Keds), many of which
may have significantly greater financial and other resources than the Company.
The Company also competes with smaller companies, such as D.C., Duffs and
Etnies, which specialize in marketing to the Company's core skateboarding
customers. The Company competes on the basis of the quality and technical
aspects of its products, the 30-year heritage of the VANS brand, and the
brand's authenticity with its core customers and the athletes who participate
in the sports sponsored by the Company.
Snowboard Boot Industry. Although the Company has experienced
substantial growth in sales of its line of snowboard boots, and is now one of
the three industry leaders, it faces significant competition, most notably from
Airwalk and Burton Snowboards, Inc., the other two industry leaders. The Company
also anticipates that several large, well-known companies, such as Nike, Inc.
and Fila SpA will enter the snowboard boot industry in the future. These
companies are much larger and have greater financial resources than the Company,
and have significant brand recognition.
Snowboarding is a relatively new sport and there can be no assurance
that it will continue to grow at the rate experienced in recent years, or that
its popularity will not decline. Moreover, the market for snowboarding is
characterized by image-conscious consumers. The failure by the Company to
accurately predict and target future trends or to maintain its progressive image
could have a material adverse effect on its snowboard boots sales. The Company
believes that its future success in the snowboard boot market will depend, in
part, on its ability to continue to introduce innovative, well-received
products, and there can be no assurance that it will do so.
Apparel Industry. The Company is a new entrant in the apparel business.
The apparel industry is highly competitive and fragmented, and many of the
Company's competitors have significantly greater financial resources than the
Company and spend substantially more on product advertising than the Company.
Additionally, the apparel industry is particularly dependent on changes in
fashion, which will require the Company to devote substantial resources to
responding to changes in consumer preferences in a timely manner.
BACKLOG
As of August 28, 1997, the Company's backlog of orders for delivery in
the second quarter of fiscal 1998 was approximately $19.7 million, as compared
to approximately $16.1 million as of August 28, 1996. The Company's backlog
amounts exclude orders from the Company's retail stores. The Company has, in the
last 18 months, expanded its futures program which offers the Company's national
accounts a discount for placing orders early. In addition, increased
international sales have contributed to backlog as such sales typically have
longer lead times. The Company's backlog also depends upon a number of other
factors, including the timing of trade shows, during which a significant
percentage of the Company's orders are received, the timing of shipments,
product mix of customer orders and the amount of in-season orders. As a result
of these and other factors, period-to-period comparisons of backlog may not
necessarily be meaningful.
In addition, the Company has historically shipped less than all orders
in its backlog and a large portion of its products late in the quarter. As a
result, the Company may not learn of sales shortfalls until late in any
particular fiscal quarter, which could result in an immediate and adverse effect
on the Company's business, financial condition and results of operations.
INTELLECTUAL PROPERTY
The Company holds trademarks, copyrights and patents on its products,
brand names and designs which the Company believes are material to its business.
The Company has made federal, state and international filings with respect to
its material intellectual property, and intends to keep these filings current.
The Company believes that its rubber "Off the Wall(R)" sole design, the VANS
trademark, the logo incorporating the VANS trademark, and the striped designs
known as the "Old Skool(TM)" and "Fairlane(TM)" designs, are significant to its
business as they have been in use for many years and have gained acceptance
among consumers and in the footwear industry. The Company is aware of
potentially conflicting trademark claims in the United States, as well as
certain countries in Europe, South America and the Far East, and is currently
engaged in, or contemplating trademark opposition or other legal proceedings,
with respect to these claims. There can be no assurance that the Company will be
able to use all of its trademarks in any of the jurisdictions where conflicts
exist. The Company regards its trademarks and other proprietary rights as
valuable assets and believes that they have significant value in the marketing
of its products. The Company vigorously protects its trademarks against
infringement both in the United States and internationally, including through
the use of cease and desist letters, administrative proceedings and lawsuits.
ENVIRONMENTAL MATTERS
In the ordinary course of business, the Vista Facility generates a small
amount of hazardous waste which is stored on-site and transported off-site by
registered waste haulers for disposal at permitted disposal facilities. The
Company holds permits from local jurisdictions for discharging waste water,
storing hazardous materials, emitting air pollutants, and operating
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an air pollution control system and certain other machinery. The Company
believes that it is in substantial compliance with all applicable rules and
regulations of federal, state and local environmental regulatory agencies.
EMPLOYEES
As of August 25, 1997, the Company had 1,269 employees. Of the Company's
1,269 employees, 999 are full-time employees and 270 are part-time employees
(most of whom work at the Company's retail stores). The Company considers its
employee relations to be satisfactory. The Company has never suffered a material
interruption of business caused by labor disputes.
CERTAIN CONSIDERATIONS
Information contained or incorporated by reference in this Report
contains "forward-looking statements" which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates." Set forth below are cautionary statements
identifying important factors, risks and uncertainties that could cause the
Company's actual results to differ materially from those contained in
forward-looking statements of the Company and its management.
BRAND STRENGTH; CHANGES IN FASHION TRENDS
The Company's success is largely dependent on the continued strength of
the VANS brand and on its ability to anticipate the rapidly changing fashion
tastes of its customers and to provide merchandise that appeals to their
preferences in a timely manner. There can be no assurance that consumers will
continue to prefer the VANS brand or that the Company will respond in a timely
manner to changes in consumer preferences or that the Company will successfully
introduce new models and styles of footwear and apparel. Achieving market
acceptance for new products may also require substantial marketing and product
development efforts and the expenditure of significant funds to create consumer
demand. Decisions with respect to product designs often need to be made several
months in advance of the time when consumer acceptance can be determined. As a
result, the Company's failure to anticipate, identify or react appropriately to
changes in styles and features could lead to, among other things, excess
inventories and higher markdowns, lower gross margins due to the necessity of
providing discounts to retailers, as well as the inability to sell such products
through Company-owned retail and factory outlet stores. Conversely, failure by
the Company to anticipate consumer demand could result in inventory shortages,
which can adversely affect the timing of shipments to customers, negatively
impacting retailer and distributor relationships and diminishing brand loyalty.
The failure to introduce new products that gain market acceptance would have a
material adverse effect on the Company's business, financial condition and
results of operations, and could adversely affect the image of the VANS brand
name.
In response to consumer demand, the Company also uses certain
specialized fabrics in its footwear and apparel. The failure of footwear or
apparel using such fabrics to perform to customer satisfaction could result in a
higher rate of customer returns and could adversely affect the image of the VANS
brand name, which could have a material adverse effect on the Company's business
and results of operations.
The Company also has recently significantly increased the technical
aspects of certain of its footwear and snowboard boots. The failure of such
technical features to satisfy customers, or the failure of the Company to
develop new and innovative technical features in a timely fashion, could
adversely affect the VANS brand and could have a material adverse effect on the
Company's business and results of operations.
COMPETITION
Footwear Industry. The athletic and casual footwear industry is highly
competitive. The Company competes on the basis of the quality and technical
aspects of its products, the 30-year heritage of the VANS brand, and the brand's
authenticity with its core customers and the athletes who participate in the
sports sponsored by the Company. Many of the Company's competitors, such as
Nike, Inc., Reebok International Ltd., Adidas AG and Fila Holding SpA, have
significantly greater financial resources than the Company, have more
comprehensive lines of product offerings, compete with the Company in the Far
East for manufacturing sources and spend substantially more on product
advertising than the Company. In addition, the general availability of offshore
shoe manufacturing capacity allows for rapid expansion by competitors and new
entrants in the footwear market. In this regard, the Company faces significant
competition from large, well-known companies, such as Tommy Hilfiger and
Nautica, which have brand recognition. In addition, in the casual footwear
market, the Company competes with a number of companies, such as Airwalk,
Converse Inc. and Stride Rite Corporation (Keds), many of which may have
significantly greater financial and other resources than the Company. The
Company also competes with smaller companies, such as D.C., Duffs and Etnies,
which specialize in marketing to the Company's core skateboarding customers.
Snowboard Boot Industry. Although the Company has experienced
substantial growth in sales of its line of snowboard boots, and is now one of
the three industry leaders, it faces significant competition, most notably from
Airwalk and Burton Snowboards, Inc., the other two industry leaders. The Company
also anticipates that several large, well-known companies, such as Nike, Inc.
and Fila SpA will enter the snowboard boot industry in the future. These
companies are much larger and have greater financial resources than the Company,
and have significant brand recognition.
9
<PAGE> 10
Snowboarding is a relatively new sport and there can be no assurance
that it will continue to grow at the rate experienced in recent years, or that
its popularity will not decline. Moreover, the market for snowboarding is
characterized by image-conscious consumers. The failure by the Company to
accurately predict and target future trends or to maintain its progressive image
could have a material adverse effect on its snowboard boots sales. The Company
believes that its future success in the snowboard boot market will depend, in
part, on its ability to continue to introduce innovative, well-received
products, and there can be no assurance that it will do so.
Apparel Industry. The Company is a new entrant in the apparel business.
The apparel industry is highly competitive and fragmented, and many of the
Company's competitors have significantly greater financial resources than the
Company and spend substantially more on product advertising than the Company.
Additionally, the apparel industry is particularly dependent on changes in
fashion, which will require the Company to devote substantial resources to
responding to changes in consumer preferences in a timely manner. See "--Changes
in Fashion Trends."
DEPENDENCE ON FOREIGN MANUFACTURERS
Approximately 85% of the Company's shoes and 100% of the Company's
snowboard boots sold during fiscal 1997 were manufactured by independent
suppliers located in South Korea. The Company has increased its reliance on
offshore manufacturers by commencing sourcing of footwear and apparel in the
Peoples Republic of China, India and Israel and anticipates that it will begin
sourcing some footwear in Mexico in the near future and some apparel from other
Far East countries, such as Thailand and Taiwan. The Company sources its
foreign-produced products through VFEL. VFEL does not have contracts with its
foreign manufacturers. There can be no assurance that VFEL will not experience
difficulties with such manufacturers, including reduction in the availability of
production capacity, errors in complying with product specifications, inability
to obtain sufficient raw materials, insufficient quality control, failure to
meet production deadlines or increase in manufacturing costs. In addition, if
VFEL's relationship with any of its manufacturers were to be interrupted or
terminated, alternative manufacturing sources will have to be located. The
establishment of new manufacturing relationships involves numerous
uncertainties, and there can be no assurance that VFEL would be able to obtain
alternative manufacturing sources on terms satisfactory to it. Should a change
in its suppliers become necessary, VFEL would likely experience increased costs,
as well as substantial disruption and resulting loss of sales. In addition, VFEL
utilizes international sourcing agents who assist it in selecting and overseeing
third party manufacturers, ensuring quality, sourcing fabrics and monitoring
quotas and other trade regulations. The loss or reduction in the level of
services from such agents could significantly affect the ability of VFEL to
efficiently source products from overseas, which could have a material adverse
effect on VFEL's and the Company's business, financial condition and results of
operations.
Foreign manufacturing is subject to a number of risks, including work
stoppage, transportation delays and interruptions, political instability,
foreign currency fluctuations, changing economic conditions, expropriation,
nationalization, imposition of tariffs, import and export controls and other
non-tariff barriers (including quotas) and restrictions on the transfer of
funds, environmental regulation and other changes in governmental policies.
There can be no assurance that such factors will not materially adversely affect
VFEL's and the Company's business, financial conditions and result of
operations.
All VANS products manufactured overseas and imported into the United
States are subject to duties collected by the United States Customs Service.
Customs information submitted by the Company is subject to review by the Customs
Service. The Company is unable to predict whether additional United States
Customs duties, quotas or restrictions may be imposed on the importation of its
products in the future. The enactment of any such duties, quotas or restrictions
could result in increases in the cost of such products generally and might
adversely affect the sales or profitability of the Company.
MANAGEMENT OF GROWTH
The Company intends to pursue its growth strategy through expanded
marketing and promotion efforts, more frequent introductions of products,
broader lines of casual and performance footwear and snowboard boots, as well as
apparel and other accessories, and increased international market penetration.
To the extent the Company is successful in increasing sales of its products, a
significant strain may be placed on its financial, management and other
resources. The Company's future performance will depend in part on its ability
to manage change in its operations and will require the Company to attract,
train, manage and retain management, sales, marketing and other key personnel.
In addition, the Company's ability to manage its growth effectively will require
it to continue to improve its operational and financial control systems and
infrastructure and management information systems. There can be no assurance
that the Company will be successful in such efforts, and the inability of the
Company's management to manage growth effectively could have a material adverse
effect on the Company's business, financial condition and results of operations.
10
<PAGE> 11
SEASONALITY AND QUARTERLY FLUCTUATION
The footwear industry is characterized by significant seasonality of net
sales and results of operations. In the past two fiscal years, the Company's
business has been moderately seasonal, with the largest percentage of sales
realized in the first fiscal quarter (June through August), the "Back to School"
months. In addition, because snowboarding is a winter sport, sales of the
Company's snowboard boots have historically been strongest in the first and
second fiscal quarters. As the Company increases its international sales through
VFEL and experiences changes in its product mix, it expects that its quarterly
results will vary from historical trends. Therefore, the results of operations
of any quarter may not necessarily be indicative of the results that may be
achieved for a full fiscal year or any future quarter. In addition to seasonal
fluctuations, the Company's operating results fluctuate on a quarter-to-quarter
basis as a result of holidays, weather and the timing of large shipments. The
Company's gross margins also fluctuate according to product mix, cost of
materials and the mix between wholesale and retail channels. Given these
factors, there can be no assurance that the Company's future results will be
consistent with past results or the projections of securities analysts.
Historically, the Company has shipped a large portion of its products late in
the quarter. Consequently, the Company may not learn of sales shortfalls until
late in any particular fiscal quarter, which could result in an immediate and
adverse effect on the Company's business, financial condition and results of
operations.
TRADE CREDIT RISK
The Company's results of operations are affected by the timely payment
for products by its customers. Although the Company's bad debt expense has not
been material to date, no assurance can be given that it will not increase
relative to net sales in the future or that the Company's current reserves for
bad debt will be adequate. Any significant increase in the Company's bad debt
expense relative to net sales could adversely impact the Company's net income
and cash flow, and could adversely affect the Company's ability to pay its
obligations as they become due.
ECONOMIC CYCLICALITY
Certain economic conditions affect the level of consumer spending on the
products offered by the Company, including, among other things, general business
conditions, interest rates, taxation and consumer confidence in future economic
conditions. The Company and the footwear and apparel industry in general are
highly dependent on the economic environment and discretionary levels of
consumer spending that affect not only the consumer, but also distributors and
retailers of the Company's products. As a result, the Company's results of
operations may be materially adversely affected by downward trends in the
economy of the occurrence of events that adversely affect the economy in
general. In addition, a significant portion of the Company's revenues come from
sales in California, including sales through the Company's retail stores. A
decline in the economic conditions in California could materially adversely
affect the Company's business, financial condition and results of operations.
INTERNATIONAL BUSINESS OPERATIONS; RISK OF FOREIGN CURRENCY FLUCTUATIONS
The Company has recently begun to do business directly in the United
Kingdom, through a subsidiary, and in Mexico, Brazil and Argentina through
subsidiaries co-owned with a third party. See "--Sales and Distribution -
International Sales." The Company may experience certain risks of doing business
directly in these countries including, but not limited to, managing operations
effectively and efficiently from a far distance and understanding and complying
with local laws, regulations and customs. Additionally, these entities may, from
time to time, collect payments in the customers' local currencies and purchase
raw materials or product in currencies other than U.S. dollars. Accordingly, the
Company is exposed to transaction gains and losses that could result from
changes in foreign currency exchange rates.
NATURE OF ENDORSEMENT CONTRACTS
A key element of the Company's marketing strategy has been to obtain
endorsements from prominent enthusiasts sports athletes. See "--Marketing and
Promotional Athletic Endorsements." These contracts typically have fixed terms,
and there can be no assurance that they will be renewed or that endorsers signed
by the Company will continue to be effective promoters of the Company's
products. If the Company were unable in the future to secure suitable athletes
to endorse its products on terms it deemed reasonable, it would be required to
modify its marketing plans and could have to rely more heavily on other forms of
advertising and promotion, which might not be as effective.
11
<PAGE> 12
PRODUCT LIABILITY
The Company's snowboard boots are often used in relatively high-risk
recreational settings. Consequently, the Company is exposed to the risk of
product liability claims in the event that a user of such boots is injured in
connection with such use. In many cases, users of the Company's boots may engage
in imprudent or even reckless behavior while using such products, thereby
increasing the risk of injury. The Company maintains general liability insurance
(which includes product liability coverage) and excess liability insurance
coverage in an amount the Company believes to be sufficient. However, there can
be no assurance that such coverage will be sufficient, will continue to be
available on acceptable terms, will be available in sufficient amounts to cover
one or more large claims, or that the insurer will not disclaim coverage as to
any future claim. The successful assertion of one or more large claims against
the Company that exceed available insurance coverage, or changes in the
Company's insurance policies, including premium increases or the imposition of
large deductible or co-insurance requirements, could have a material adverse
effect on the Company's financial condition and results of operations.
RELIANCE ON THIRD PARTY TECHNOLOGY
The Company currently licenses certain proprietary technology and the
right to produce snowboard boots for a step-in-boot binding system from Switch
Manufacturing ("Switch"). Such license expires on December 31, 1997 and is
non-exclusive, except that Switch may not enter into license agreements with the
two snowboard boot market leaders measured by sales in 1994. The loss of the
Switch license, failure by Switch to renew such license or the termination of
the Company's limited exclusivity could adversely impact the Company's
competitive position in the snowboard boot market. In addition, failure by
Switch to receive a patent on its binding system, or patent litigation regarding
such system, could significantly reduce the value to the Company of its
relationship with Switch. In that regard, the Company has been advised that
Switch has been sued for patent infringement by Mark Raines, Gregory Deeney and
Preston Binding Company ("Preston"), a division of Ride, Inc. ("Ride"). The suit
alleges that the Switch binding system infringes the patent of a binding system
developed by Messrs. Raines and Deeney which was subsequently assigned to
Preston. Switch has responded to the suit by filing an answer denying such
allegations and a complaint against Preston and Ride seeking a declaratory
judgment of patent non-infringement and damages for alleged bad faith
allegations of patent infringement. The parties are currently conducting
discovery in this matter.
Additionally, the Company has been advised by Switch that K2 Corporation
("K2") has notified Switch that, in its opinion, Switch's binding system
infringes certain allowed claims in a U.S. patent application filed by K2. To
the Company's knowledge, no litigation has commenced in this matter.
The Company has not been named as a defendant in the Preston suit or
threatened with litigation in either of the foregoing matters; however, there
can be no assurance that the Company will not be named in the Preston suit or
any potential litigation which might arise between Switch and K2, and there can
be no assurance as to the outcome of the litigation between Switch and Preston
and Ride or any potential litigation between Switch and K2. In the event Switch
is found liable in the Preston suit or in any suit that may be filed by K2, the
Company may be unable to use the Switch step-in boot binding system, which could
adversely impact the Company's competitive position in the snowboard boot
market.
VOLATILITY OF STOCK PRICE
The market price of the Common Stock has fluctuated substantially since
the Company's initial public offering in August 1991. There can be no assurance
that the market price of the Common Stock will not continue to fluctuate
significantly. Future announcements concerning the Company or its competitors,
quarterly variations in operating results, the introduction of new products or
changes in product pricing policies by the Company or its competitors, weather
patterns that may be perceived to affect the demand for the Company's products,
changes in earnings estimates by analysts or changes in accounting policies,
among other factors, could cause the market price of the Common Stock to
fluctuate substantially. In addition, stock markets have experienced extreme
price and volume volatility in recent years. This volatility has had a
substantial effect on the market prices of securities of many smaller public
companies for reasons frequently unrelated to the operating performance of the
specific companies. These broad market fluctuations could adversely affect the
market price of the Common Stock.
ACQUISITION-RELATED RISKS
From time to time, the Company evaluates and considers the acquisition
of businesses. Acquisitions involve numerous risks, including difficulties in
the assimilation of the operations, technologies and products of the acquired
companies, the diversion of management's attention from other business concerns,
risks associated with entering markets or conducting operations with which the
Company has no or limited direct prior experience, and the potential loss of key
employees of the acquired company. Moreover, there can be no assurance that the
anticipated benefits of an acquisition will be realized. Future acquisitions by
the Company could result in potentially dilutive issuances of equity securities,
the incurrence of debt and contingent liabilities and amortization expenses
related to goodwill and other intangibles assets, all of which could materially
adversely affect the Company's business, financial condition, results of
operations or stock price.
12
<PAGE> 13
ITEM 2. PROPERTIES
Corporate Headquarters. The Company leases approximately 180,000 square
feet of space in Santa Fe Springs, California which houses the Company's
corporate headquarters and distribution operations. The initial term of the
lease is 10 years and the Company has one option to extend the lease an
additional 10 years. The rental structure under the lease is triple net, and the
current monthly rent is $66,600. Such rent is subject to adjustment according to
the C.P.I. Index throughout the term of the lease.
Vista, California Manufacturing Facility. The Company leases the 90,400
square foot Vista Facility. The term of the lease is eleven years and six
months, with two consecutive five-year extension options. The rental structure
under the lease is triple net. The current monthly base rent under the lease is
$39,107 and is subject to adjustment according to the C.P.I. Index throughout
the term of the lease.
Retail Stores. Of the Company's 84 retail stores, two are owned by the
Company and the remainder are leased. Two of the leases are with the Company's
founders, who are no longer affiliated with the Company. The Company does not
have any franchised stores.
Lease of the Orange Facility. The Company leases the Orange Facility to
two companies, one of whom currently pays the Company rent of $24,000 per month
pursuant to a gross lease, and one of whom currently pays the Company rent of
$19,000 per month pursuant to a triple net lease. Each of such leases has an
initial term of five years, and each lessee has one option to extend the term of
their lease an additional five years. The leases also provide for annual rent
increases.
Sublease of City of Industry Facility. During fiscal 1997, the Company
subleased the City of Industry Facility to a distribution company. Under the
sublease, such company pays the Company $40,500 per month. The Company remains
primarily liable under the master lease. The term of the sublease expires upon
the expiration of the master lease, February 27, 2000.
The Company believes that its operating facilities and retail space are
adequate for its current needs.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to certain litigation which arises in the
ordinary course of its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
13
<PAGE> 14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is quoted on the Nasdaq National Market under
the symbol "VANS." The following table sets forth, for the periods indicated,
the high and low sales prices of the Common Stock as reported on the Nasdaq
National Market.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
(IN DOLLARS)
<S> <C> <C>
FISCAL YEAR ENDED MAY 31, 1997:
1st Quarter ................... 20 1/8 12
2nd Quarter ................... 21 3/4 14 3/8
3rd Quarter ................... 17 1/4 10 3/4
4th Quarter ................... 13 7/8 9
FISCAL YEAR ENDED MAY 31, 1996:
1st Quarter ................... 7 3/8 4 1/4
2nd Quarter ................... 8 3/8 5 5/8
3rd Quarter ................... 13 3/4 6 7/8
4th Quarter ................... 20 5/8 11 7/8
</TABLE>
On August 25, 1997, the last reported sales price on the Nasdaq National
Market for the Company's Common Stock was $12.25 per share. As of August 25,
1997, there were 158 holders of record of the Common Stock.
The Company has never declared or paid a cash dividend on its Common
Stock. The Company presently intends to retain its earnings to fund the
development and growth of its business and, therefore, does not anticipate
paying any cash dividends in the foreseeable future. In addition, the terms of
the Company's secured line of credit prohibit the payment of such dividends
without the consent of the bank.
ITEM 6. SELECTED FINANCIAL DATA
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEARS ENDED MAY 31,
--------------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales .......................... $159,391 $117,407 $ 88,056 $80,476 $86,563
Net earnings (loss) ................ $ 10,437 $ 3,148 $(37,135)(1) $ 1,361 2,709
Net earnings (loss) per share before
extraordinary item ............. $ 0.76 $ 0.40 $ (3.86)(1) $ 0.14 $ 0.28
Weighted average common shares
and equivalents(2) .............. 13,805 10,406 9,611 9,731 9,645
BALANCE SHEET DATA:
Total assets ....................... $105,824 $ 90,461 $73,066 $97,204 $96,252
Long-term debt ..................... $ 481 $ 344 $22,416 $29,000 $29,000
Stockholders' equity ............... $ 88,282 $ 72,728 $20,264 $57,155 $55,518
</TABLE>
- ------------
(1) Reflects: (i) a $20.0 million write-off of goodwill associated with the
closure of the Orange Facility; (ii) $10.0 million of restructuring
costs associated with such facility closure; and (iii) a $6.3 million
write-down of inventory in the fourth quarter of fiscal 1995.
(2) See Note 2 of Notes to Consolidated Financial Statements for an
explanation of the method used to determine the number of shares used in
per share computations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion contains forward-looking statements that
involve risk and uncertainties. The Company's actual results could differ
materially from those discussed herein. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed hereunder,
as well as those discussed under the caption "Certain Considerations."
14
<PAGE> 15
OVERVIEW
The Company is the successor to Van Doren Rubber Company, Inc., a
California corporation that was founded in 1966 ("VDRC"). VDRC was acquired by
the Company in February 1988 in a series of related transactions for a total
cost (including assumed liabilities) of $74.4 million (the "Acquisition"). The
Acquisition resulted in the recognition of approximately $48.0 million of
goodwill by the Company (the "Acquisition Goodwill"). VDRC was merged with and
into the Company in August 1991 at the time of the Company's initial public
offering.
Prior to fiscal 1995, the Company manufactured all of its footwear at
two domestic manufacturing facilities located in Southern California. As part of
the Company's strategic redirection, in the first quarter of fiscal 1995 the
Company began to source from South Korea its line of casual and performance
footwear known as the International Collection. The success of the International
Collection created a domestic manufacturing overcapacity problem for the Company
which contributed to an overstock in domestic inventories. In the second quarter
of fiscal 1995, the Company increased the inventory valuation allowance from
$324,772 to approximately $600,000 in order to help mitigate the risks
associated with increased inventory balances. In the third quarter of fiscal
1995, the Company took steps to adjust its U.S. production; however, customer
demand for the International Collection continued to grow. In the fourth quarter
of fiscal 1995, it first became apparent that domestic manufacturing workforce
reductions would not be sufficient to address the increase in orders for the
International Collection and the decrease in demand for domestically-produced
footwear, and the Company determined that a plant closure would be required.
Therefore, on May 30, 1995 the Board of Directors voted to close the Orange
Facility and in July 1995, the Company closed the Orange Facility. Accordingly,
the Company recognized restructuring costs of $30.0 million in the fourth
quarter of fiscal 1995. Of that amount: (i) $20.0 million represented a
write-off of the goodwill allocated to the manufacturing know-how associated
with the Orange Facility (the "Orange Facility Goodwill"); and (ii) $10.0
million represented restructuring costs to close the Orange Facility. All
remaining U.S. production of the Company was shifted to the Vista Facility.
In the fourth quarter of fiscal 1995, the Company wrote-down $6.3
million of inventory. The write-down of inventory consisted of $4.5 million of
domestically-produced finished goods and $1.8 million of raw material inventory.
Such inventory became impaired as a result of the following events which
occurred in the fourth quarter of fiscal 1995: (i) the expanding sales of the
International Collection; (ii) the slowing of sales of domestically-produced
footwear and related price erosion and discounting; (iii) the decrease in
domestic production as a result of the above factors and the subsequent closure
of the Orange Facility; and (iv) the discontinuance of certain
domestically-produced product.
Management of the Company, with the assistance of outside valuation
consultants, calculated the amount of the Orange Facility Goodwill based on an
analysis of the Company's business at the date of the Acquisition. At that time,
the Company's strategy was one of manufacturing efficiency, and the Company's
fixed assets as of the date of the Acquisition were primarily deployed to
manufacture footwear, and the Company's chain of retail stores served as outlets
for the footwear manufactured at the Orange Facility.
Based on this analysis, and a similar analysis of the other components
of the Acquisition Goodwill (trademarks and dealer relationships), management
determined that approximately 53% of the Acquisition Goodwill should have been
allocated to the manufacturing know-how associated with the Orange Facility at
the date of the Acquisition. The unamortized portion of the Orange Facility
Goodwill at May 31, 1995 was $20.0 million, and was written-off in connection
with the closure of the Orange Facility.
On May 9, 1996, the Company established VFEL, and granted a worldwide
license (excluding the United States) to VFEL to use the Company's trademarks in
connection with the manufacture and distribution of footwear. VFEL, in turn,
contracts with distributors for foreign countries.
As reported in the Company's Form 10-Q for the first quarter of fiscal
1997, the Company has leased the Orange Facility to two companies. In the fourth
quarter of fiscal 1997, the Company relocated its corporate headquarters to
180,000 square feet of space in Santa Fe Springs, California, which now also
houses the Company's distribution center (the "Santa Fe Springs Facility"). See
"--Liquidity and Capital Resources - Capital Expenditures."
As reported in the Company's Form 8-K, dated November 20, 1996, the
Company acquired 51% of the outstanding Common Shares ( the "Global Shares") of
Global Accessories Limited, the Company's exclusive distributor for the United
Kingdom ("Global"), in a stock-for-stock transaction (the "Global Acquisition").
The Company will acquire the remaining 49% of the Global Shares over a five-year
period commencing in approximately November 1997.
15
<PAGE> 16
RESULTS OF OPERATIONS
FISCAL YEAR 1997 AS COMPARED TO FISCAL YEAR 1996
Net Sales
Net sales for fiscal 1997 increased 35.8% to $159.4 million, compared to
$117.4 million for fiscal 1996. The sales increase was primarily driven by
continued increased unit sales in each of the Company's sales channels.
Sales to the Company's wholesale accounts on a worldwide basis increased
39.0% to $122.4 million in fiscal 1997, compared to $88.1 million for fiscal
1996. Within the Company's wholesale business, sales to national accounts
increased 26.6% during fiscal 1997 to $78.1 million, compared to $61.7 million
for fiscal 1996. Increased sales to existing accounts was the primary reason for
the increase, as evidenced by a 25.6% increase in sales to the Company's top ten
national accounts. Sales to international distributors increased 68.0% to $44.3
million for fiscal 1997, compared to $26.3 million for fiscal 1996. Increased
sales to Japan, France and United Kingdom were the principal reasons for the
increase.
Domestic and international sales of the Company's line of snowboard boots
increased 69.0% to approximately $12.3 million, or 7.7% of net sales for fiscal
1997, from approximately $7.2 million, or 6.2% of net sales for fiscal 1996.
Sales through the Company's 84-store retail chain (as of May 31, 1997)
increased 26.0% to $37.0 million in fiscal 1997 from $29.4 million for fiscal
1996. Comparable store sales (sales at stores open one year or more) increased
17.1% from the prior fiscal year. Comparable store sales increased overall for
each store type category with the exception of the Company's three clearance
stores, which represent less than 5.0% of retail sales.
Gross Profit
Gross profit increased 35.4% to $62.7 million in fiscal 1997 from $46.3
million in fiscal 1996. As a percentage of net sales, gross profit was flat at
39.3% for fiscal 1997, versus 39.4% for fiscal year 1996. Fiscal 1997 margins
were affected by: (i) a continued shift in sales mix toward the international
sales channel which historically has had lower gross margins because
international distributors absorb certain operating costs which otherwise would
be absorbed by the Company; (ii) a continued shift in production mix to lower
gross margin snowboard boots; and (iii) an approximately 50% ramp-up in
production at the Vista Facility.
Earnings from Operations
Earnings from operations increased 65.3% to $13.8 million in fiscal 1997
from $8.3 million in fiscal 1996. Operating expenses in fiscal 1997 increased to
$48.9 million from $38.0 million in fiscal 1996, primarily due to a $4.7 million
increase in selling and distribution expense and a $4.9 million increase in
marketing, advertising and promotion expense, each as discussed below. As a
percentage of net sales, operating expenses declined from 32.3% in fiscal 1996
to 30.7% in fiscal 1997.
Selling and distribution. Selling and distribution expenses increased
19.9% to $28.1 million in fiscal 1997 from $23.4 million in fiscal 1996,
primarily due to: (i) increased personnel costs in the Company's retail division
to appropriately manage sales growth; (ii) the addition of a new apparel
division; (iii) increased building and equipment rents related to new retail
store openings and new point-of-sale registers installed throughout the
Company's retail chain; (iv) increased commissions to independent sales
representatives due to increased sales to national accounts; (v) the cost of
establishing VFEL and subsidiaries for Mexico, Argentina and Brazil; and (vi)
costs related to the operations of Global.
Marketing, advertising and promotion. In connection with the Company's
efforts to build the VANS brand, marketing, advertising and promotion expenses
increased 58.9% to $13.2 million in fiscal 1997 from $8.3 million in fiscal
1996, primarily due to: (i) increased television and print advertising; (ii)
sponsorship of the Vans World Championships of Snowboarding, the Vans Warped
Tour, and other promotional events; and (iii) an increase in the number of
athletes representing the Company's products.
General and administrative. General and administrative expenses
increased 29.5% from $4.7 million in fiscal 1996 to $6.1 million in fiscal 1997,
primarily due to: (i) the payment of bonuses under the fiscal 1997 bonus program
and a full year of expense for two senior executives hired during fiscal 1996;
(ii) increased expenses associated with the prosecution of trademark and other
intellectual property infringement claims by the Company; (iii) the first annual
deposit required under the Company's deferred compensation plan; and (iv)
payment of the full management fee due to McCown De Leeuw & Co., a significant
stockholder of the Company ("MDC"), pursuant to a Management Services Agreement.
One-half of such fee was waived by MDC for the second half of fiscal 1996.
16
<PAGE> 17
Provision for doubtful accounts. Provision for doubtful accounts
decreased slightly from $762,000 in fiscal 1996 to $711,000 in fiscal 1997. This
was primarily due to fewer accounts written off in fiscal 1997.
Amortization of intangibles. Amortization of intangibles increased from
$777,000 in fiscal 1996 to $836,000 in fiscal 1997 due to the increase in
goodwill associated with the Global Acquisition.
Interest Income
Interest income increased from $79,000 in fiscal 1996 to $597,000 in fiscal
1997 primarily due to the investment of the net proceeds of the Company's May
1996 public offering of Common Stock (the "Offering").
Interest and Debt Expense
Interest and debt expense decreased from $3.4 million in fiscal 1996 to
$438,000 in fiscal 1997 due to the repayment of the Company's 9.6% Senior Notes
and a secured bank line of credit with a portion of the net proceeds of the
Offering. See "-- Liquidity and Capital Resources."
Other Income
Other income, primarily income from the licensing of the Company's
trademarks to its Japanese distributor, increased 44.0% to $2.8 million in
fiscal 1997 from $1.9 million in fiscal 1996.
Income Tax Expense (Benefit)
Income tax expense increased to $6.0 million in fiscal 1997 from $2.8
million for fiscal 1996 as a result of the higher earnings discussed above.
Income tax expense as a percentage of earnings before taxes decreased primarily
due to tax benefits derived from the establishment of VFEL.
Minority Interest
A minority interest of $302,000 was recorded in fiscal 1997 related to the
Global Acquisition and the formation of Vans Latinoamericana (Mexico), S.A. de
C.V. ("Vans Latinoamericana").
FISCAL YEAR 1996 AS COMPARED TO FISCAL YEAR 1995
Net Sales
Net sales increased 33.3% to $117.4 million in fiscal 1996 from $88.1
million in fiscal 1995. The sales increase was primarily driven by the Company's
product line expansion through the introduction of the International Collection
and snowboard boots which represented new markets and product lines for the
Company, as well as increased sales through each of the Company's three
distribution channels.
Domestic and international sales of the International Collection increased
from approximately $18.6 million, or 21.1% of net sales, for fiscal 1995 to
approximately $68.8 million, or 58.6% of net sales, for fiscal 1996, and sales
of the Company's recently introduced line of snowboard boots increased from
approximately $269,000 for fiscal 1995, or 0.3% of net sales, to $7.2 million,
or 6.2% of net sales, for fiscal 1996.
Sales to national accounts for fiscal 1996 increased 22.3% to $61.7 million,
compared to $50.5 million for fiscal 1995. An increased volume of sales to
existing accounts and increased average selling prices were primarily
responsible for the increase. Despite this increase, sales to national accounts
were relatively even in the second half of the year, compared to the same period
of the previous year due to: (i) working capital constraints, which forced the
Company to delay purchases of International Collection goods in the period (see
"--Liquidity and Capital Resources"); (ii) the generally soft national retail
environment that existed during the third fiscal quarter; and (iii) the
existence of a relatively large amount of close-out sales in the third quarter
of fiscal 1995, which resulted from the Company's inventory imbalance between
domestic and foreign-produced footwear. See "--Overview."
Sales to international distributors increased 103.5% to $26.3 million for
fiscal 1996 from $12.9 million for fiscal 1995. Increased sales to Germany,
France, Canada and the United Kingdom were the principal reasons for the
increase.
Sales through the Company's 82-store retail chain (as of May 31, 1996)
increased 19.1% to $29.4 million for fiscal 1996, as compared to $24.6 million
for fiscal 1995. Comparable store sales (sales at stores open one year or more)
increased 10.2% from
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<PAGE> 18
the prior fiscal year. Comparable store sales increased for each of the
Company's three store types (conventional mall and freestanding stores, factory
outlet stores and clearance stores).
Gross Profit
Gross profit increased 67.1% to $46.3 million in fiscal 1996 from $27.7
million in fiscal 1995. As a percentage of net sales, gross profit increased to
39.4% for fiscal 1996 from 31.5% for fiscal 1995. The increase in gross profit
was primarily due to the unusually low margin in the fourth quarter of fiscal
1995 which resulted from the write-down of inventory. See "--Overview." Fiscal
1996 margins were adversely impacted by: (i) the operation of the Orange
Facility for the first two months of fiscal 1996, as required by the Federal
Worker Adjustment and Retraining Notification Act, after announcing the closure
of such Facility (see "--Overview"); (ii) the ramp-up of production at the Vista
Facility due to the transfer of production from the Orange Facility (see
"--Overview"); (iii) a significant shift in the sales mix of the Company's
distribution channels towards lower gross margin sales to international
distributors who absorbed certain operating expenses which would otherwise be
absorbed by the Company; (iv) a shift in product mix to lower gross margin
snowboard boots; and (v) increased discounts offered to customers who booked
orders either 120 days or 150 days in advance under the Company's new futures
program. Decreases in gross margins were partially offset by the higher gross
margins associated with sales of International Collection footwear throughout
all of the Company's distribution channels.
Earnings (Loss) from Operations
Earnings from operations increased to $8.3 million in fiscal 1996 from a
loss of $38.4 million in fiscal 1995. Operating expenses decreased to $38.0
million in fiscal 1996 from $66.1 million in fiscal 1995. Operating expenses for
fiscal 1995 included $30.0 million of charges associated with the fiscal 1995
restructuring. See "--Overview."
Selling and distribution. Selling and distribution expenses increased
21.1% to $23.4 million in fiscal 1996 from $19.4 million in fiscal 1995,
primarily due to: (i) increased distribution expenses related to the operation
of the Company's City of Industry distribution facility, which did not exist
until March 1995; (ii) increased commissions to independent sales
representatives due to increased sales to national accounts; and (iii) costs
associated with increased personnel in the Company's design and sourcing groups.
Marketing, advertising and promotion. Marketing, advertising and
promotion expenses increased 52.3% to $8.3 million in fiscal 1996 from $5.4
million in fiscal 1995 due to increased expenditures to support the Company's
sales growth and the introduction of the Company's new snowboard boot line.
General and administrative. General and administrative expenses
decreased from $8.3 million in fiscal 1995 to $4.7 million in fiscal 1996,
primarily due to the following: (i) $850,000 in separation payments which
occurred in the fourth quarter of fiscal 1995; (ii) the departure of two senior
executives in early fiscal 1996 who were not replaced; (iii) large decreases in
consulting and legal expenses which were incurred in fiscal 1995 in connection
with an attempt to unionize the Orange Facility; and (iv) the absence of
significant executive search fees in fiscal 1996.
Restructuring costs. No additional restructuring costs were recorded in
fiscal 1996. See "--Overview."
Provision for doubtful accounts. Provision for doubtful accounts
decreased to $762,000 for fiscal 1996 from $1.4 million for fiscal 1995
primarily due to the recording of a provision in fiscal 1995 related to the
settlement of the Company's account with its former distributor for Mexico.
Amortization of intangibles. Amortization of intangibles decreased from
$1.6 million for fiscal 1995 to $777,000 for fiscal 1996 due to the write-off of
the Orange Facility Goodwill on May 31, 1995. See "--Overview."
Interest Income
Interest income was derived primarily from restricted cash used as
collateral for the Company's $2.3 million surety bond maintained for the
Company's self-insurance program for workers' compensation claims.
Interest and Debt Expense
Interest and debt expense increased to $3.4 million in fiscal 1996 from $2.9
million in fiscal 1995, due to higher levels of secured and unsecured debt.
These increases were partially offset by the lower interest expense resulting
from the repayment of $5.8 million of principal of the Company's 9.6% Senior
Notes made on August 1, 1995. Such Notes were paid in full by the Company in May
1996. See "--Liquidity and Capital Resources--Cash Flows."
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<PAGE> 19
Other Income
Other income for fiscal 1996 was comprised primarily of royalty income and
sublease income. Other income increased to $1.9 million in fiscal 1996 from $1.6
million in fiscal 1995, due to increases in royalty income.
Income Tax Expense ( Benefit)
Income tax expense increased to $2.8 million for fiscal 1996 from a benefit
of $2.5 million for fiscal 1995, as a result of increased earnings.
Extraordinary Item
The extraordinary loss on early extinguishment of debt relates to a payment
of a $1.5 million makewhole amount and the write-off of $241,000 in deferred
financing costs in connection with the prepayment of the Company's 9.6% Senior
Notes in May 1996. See "--Liquidity and Capital Resources -- Cash Flows." This
item is reported net of an income tax benefit of $677,000.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The Company finances its operations with a combination of cash flows from
operations and borrowings. On May 24, 1996, the Company completed the Offering.
The Company obtained net proceeds of $47.7 million from the Offering. Of such
amount, $25.4 million was utilized to repay the Company's 9.6% Senior Notes due
August 1, 1999 (including a $1.5 million makewhole amount resulting from the
prepayment of such Notes), and $8.1 million was utilized to repay debt under a
secured bank line of credit. See "-- Borrowings." The balance of the net
proceeds was utilized for general corporate purposes.
The Company experienced a cash inflow from operations of $7.0 million for
fiscal 1997, compared to a cash outflow of $11.2 million for fiscal 1996. The
cash provided from operations for fiscal 1997 resulted primarily from net
earnings, the add-back for depreciation and amortization, and the increase in
income taxes payable. Cash provided by operations was partially offset by
increases in inventories and accounts receivables (discussed below) and a
decrease in the restructuring costs accrual. Cash used in operations for fiscal
1996 was due to increases in accounts receivable and inventories combined with
decreases in accounts payable, accrued workers compensation and the
restructuring costs accrual.
Inventories increased to $25.1 million at May 31, 1997, from $19.4 million
at May 31, 1996, primarily due to: (i) an increased number of finished goods to
support increased sales; (ii) increased apparel inventory to support sales from
the Company's new apparel division; and (iii) consolidation of approximately
$870,000 and $121,000 in inventories held by Global and Vans Latinoamericana,
respectively.
Net accounts receivable increased to $24.4 at May 31, 1997 from $20.8
million at May 31, 1996, primarily due to the increase in net sales the Company
experienced during the fourth quarter of fiscal 1997 and the timing of such
sales, and the consolidation of $959,000 and $150,000 in net accounts receivable
from Global and Vans Latinoamericana, respectively.
The Company incurred a net cash outflow from investing activities of $5.6
million for fiscal 1997, compared to a net cash outflow of $1.8 million for
fiscal 1996. These outflows represented capital expenditures related to new
retail store openings, tenant improvements made to the Orange Facility,
investments in the entity which owns the Vans Warped Tour musical event, and
costs related to upgrading the Company's distribution and shipping computer
software system. See "--Capital Expenditures." Cash used in investing activities
for fiscal 1996 was primarily related to the ramp-up of production at the Vista
Facility and the opening of the new retail stores.
The Company incurred a net cash outflow from financing activities of
$314,000 for fiscal 1997, compared to a net cash inflow of $24.0 million for
fiscal 1996. The outflows primarily related to the repayment of short-term
borrowings, substantially offset by the net proceeds for the issuance of Common
Stock. The net inflow of cash from financing activities for fiscal 1996 resulted
primarily from the net proceeds of the Offering and short-term borrowings,
offset by the repayment of the Company's 9.6% Senior Notes.
Borrowings
The Company has a secured line of credit (the "Secured Line of Credit") with
Bank of the West (the "Bank"). The Secured Line of Credit permits the Company to
borrow up to the lesser of eligible accounts receivable and inventory, or $20.0
million, and is secured by the Company's accounts receivables and inventories,
other than snowboard boot accounts receivable and inventories. The Company pays
interest on the debt incurred under the Secured Line of Credit at the prime rate
established by the Bank from time to time, plus a percentage which varies
depending on the Company's ratio of debt to earnings before interest, taxes,
depreciation, and amortization (the "Debt to
19
<PAGE> 20
EBITDA Ratio"). The Company has the option to pay interest at the LIBOR rate
plus a percentage which varies with the Company's Debt to EBITDA Ratio. Under
the agreement establishing the Secured Line of Credit, the Company must maintain
certain financial covenants and is prohibited from paying dividends or making
any other distribution without the Bank's consent. Debt incurred under the
Secured Line of Credit is due and payable on November 1, 1997. At May 31, 1997,
the Company had no funds drawn down under the Secured Line of Credit.
Current Cash Position
The Company's cash position was $15.4 million as of May 31, 1997, compared
to $14.2 million at May 31, 1996. The Company's cash position was, in the past
two years, adversely impacted by increased working capital requirements caused
by the rapid sales growth of the imported International Collection. These
working capital constraints, in turn, adversely impacted sales to the Company's
national accounts in the second half of fiscal 1996 because the Company had
previously committed a significant portion of its available funds to produce
goods to support increased international sales which are ordered earlier in the
year than production for national sales. Because the International Collection is
imported, there are greater timing differences between the payment for goods and
the receipt of cash from sales of such goods than if produced domestically.
Additionally, because payment terms in the ski and snow industry are longer than
the Company's traditional distribution channels, there are even greater timing
differences between payment for the Company's line of snowboard boots and the
receipt of cash from sales of such boots.
Notwithstanding the foregoing, for the next 24 months, the Company believes
that cash from operations, together with borrowings from the Secured Line of
Credit (which the Company anticipates, but cannot assure, will be renewed as it
matures), should be sufficient to meet its working capital needs. NOTE: THE
PREVIOUS SENTENCE IS A FORWARD-LOOKING STATEMENT. THE COMPANY'S ACTUAL RESULTS
COULD DIFFER MATERIALLY. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH
DIFFERENCES INCLUDE: (I) THE COMPANY'S RATE OF GROWTH; (II) THE COMPANY'S
PRODUCT MIX BETWEEN THE INTERNATIONAL COLLECTION, SNOWBOARD BOOTS AND
DOMESTICALLY-PRODUCED FOOTWEAR; (III) THE COMPANY'S ABILITY TO EFFECTIVELY
MANAGE ITS INVENTORY LEVELS; (IV) TIMING DIFFERENCES IN PAYMENT FOR THE
COMPANY'S FOREIGN-SOURCED PRODUCT, WHICH ARE DISCUSSED IN THE FOREGOING
PARAGRAPH; (V) THE INCREASED UTILIZATION OF LETTERS OF CREDIT FOR PURCHASES OF
FOREIGN-SOURCED PRODUCT; AND (VI) TIMING DIFFERENCES IN PAYMENT FOR PRODUCT
WHICH IS SOURCED FROM COUNTRIES WHICH HAVE LONGER SHIPPING LEAD TIMES, SUCH AS
CHINA.
Capital Expenditures
The Company's capital expenditures for fiscal 1997 were $5.1 million. In the
fourth quarter of fiscal 1997, the Company relocated its corporate offices to
the Santa Fe Springs Facility at a cost of approximately $2.2 million. In the
first month of fiscal 1998 the Company also relocated its distribution center
from Industry, California to the Santa Fe Springs Facility. The Company
estimates that it will need to spend an additional $600,000 - $1.1 million for
new equipment and the completion of certain tenant improvements for such
Facility.
In fiscal 1998, the Company plans to open approximately 10-12 new retail
stores. The stores will be opened throughout the year and consist primarily of
outlet stores located in California and other states. At the same time, the
Company will continue to identify and close under-performing stores.
The Company is also exploring a number of other projects which may involve
capital expenditures. While it is too early to estimate the depth, and therefore
the cost of these projects, the Company does not currently anticipate a
significant increase in the level of capital expenditures in fiscal 1998 and
estimates that these projects will be financed with internally generated funds.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement Of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share." SFAS No. 128 specifies new standards designed to improve the earnings
per share ("EPS") information provided in financial statements by simplifying
the existing computational guidelines, revising the disclosure requirements and
increasing the comparability of EPS data on an international basis. Some of the
changes made to simplify the EPS computations include: (a) eliminating the
presentation of primary EPS and replacing it with basic EPS, with the principal
difference being that the common stock equivalents are not considered in
computing basic EPS, (b) eliminating the modified treasury stock method and the
three percent materiality provision, and (c) revising the contingent share
provisions and the supplemental EPS data requirements. SFAS No. 128 also makes a
number of changes to existing disclosure requirements. SFAS No. 128 is effective
for financial statements issued for periods ending after December 15, 1997,
including interim periods. The Company has not yet determined the impact of the
implementation of SFAS No. 128.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income." The new statement is effective for both interim and annual periods
beginning after December 15, 1997. The Company has not yet determined the impact
of adopting this new standard on the consolidated financial statements.
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<PAGE> 21
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." The new statement is effective for
fiscal years beginning after December 15, 1997. The Company has not yet
determined the impact of adopting this new standard on the consolidated
financial statements.
SEASONALITY
The footwear industry is characterized by significant seasonality of net
sales and results of operations. In the past two years, the Company's business
has been moderately seasonal, with the largest percentage of sales realized in
the first fiscal quarter (June through August), the so-called "Back to School"
months. In addition, because snowboarding is a winter sport, sales of the
Company's snowboard boots have historically been strongest in the first and
second fiscal quarters. As the Company increases its international sales through
VFEL and experiences changes in its product mix, it believes that future
quarterly results will vary from historical trends. In addition to seasonal
fluctuations, the Company's operating results fluctuate quarter-to-quarter as a
result of the timing of holidays, weather, timing of shipments, product mix,
cost of materials and the mix between wholesale and retail channels. Because of
such fluctuations, the results of operations of any quarter are not necessarily
indicative of the results that may be achieved for a full fiscal year or any
future quarter. In addition, there can be no assurance that the Company's future
results will be consistent with past results or the projections of securities
analysts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth at pages F-2 - F-18
of this Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is incorporated herein by
reference to the captions "Proposal 1 - Election of Directors," Information
Relating to Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance" on pages 4, 7, and 15 of the Proxy Statement for the
Company's 1997 Annual Meeting of Stockholders, which will be filed with the
Commission within 120 days after the end of the fiscal year covered by this
report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by
reference to the caption "Executive Compensation and Other Information" on page
9 of the Proxy Statement for the Company's 1997 Annual Meeting of Stockholders,
which will be filed with the Commission within 120 days after the end of the
fiscal year covered by this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated herein by
reference to the caption "Security Ownership of Management and Certain
Beneficial Owners" on page 2 of the Proxy Statement for the Company's 1997
Annual Meeting of Stockholders, which will be filed with the Commission within
120 days after the end of the fiscal year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated herein by
reference to the disclosure under the caption "Certain Transactions" on page 15
of the Proxy Statement for the Company's 1997 Annual Meeting of Stockholders,
which will be filed with the Commission within 120 days after the end of the
fiscal year covered by this Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The Company's Financial Statements and the Notes thereto are set
forth at pages F-2 - F-18 of this Report.
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<PAGE> 22
(2) FINANCIAL STATEMENT SCHEDULES
The Financial Statement Schedule and the report of independent
auditors thereon are set forth at pages F-19 and F-20 of this report.
(3) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
(8) 2.1 Agreement of Merger between the Registrant and Van Doren
Rubber, dated July 31, 1991
(2) 2.1 Certificate of Ownership and Merger (Delaware) of Van Doren
Rubber into the Registrant, dated August 19, 1991
(2) 2.2 Certificate of Ownership (California) of the Registrant and Van
Doren Rubber, dated August 19, 1991
(2) 3.1 Restated Certificate of Incorporation of the Registrant, dated
August 30, 1991
(2) 3.1.1 Certificate of Retirement of Class A and Class B Preferred
Stock of the Registrant, dated August 29, 1991
(2) 3.2 Restated By-laws of the Registrant
(6) 3.2.1 Amendment No. 1 of Restated By-laws of the Registrant
(6) 3.2.2 Amendment No. 2 of Restated By-laws of the Registrant
(8) 3.3 Certificate of Designation of Preferences and Rights of Series A
Junior Participating Preferred Stock of the Registrant
4.1 Reference is made to Exhibits 3.1 and 3.2
(8) 4.2 Specimen Stock Certificate
(2) 4.12 Note Purchase Agreement, dated as of August 21, 1991, between the
Registrant and holders of the Registrant's Senior Notes due
August 1, 1999 (executed composite)
(6) 4.12.1 Amendment No. 1 to the Note Purchase Agreement, dated as of
August 5, 1993, by and between the Registrant and Teachers
Insurance and Annuity Association (the "Teachers Note Agreement")
re: Fixed Charge Coverage Ratio
(6) 4.12.2 Amendment No. 2 to Note Purchase Agreement, dated as of August 9,
1993, by and among the Registrant and Connecticut General Life
Insurance Company, Connecticut General Life Insurance Company, on
behalf of one or more separate accounts, and Life Insurance
Company of North America (the "CIGNA Note Agreement") re: Fixed
Charge Coverate Ratio
(4) 4.12.3 Amendment No. 2 to the Teachers Note Agreement, dated as of
December 15, 1993, re: Fixed Charge Coverage Ratio
(4) 4.12.4 Amendment No. 2 to the CIGNA Note Agreement, dated as of December
20, 1993, re: Fixed Charge Coverage Ratio
(9) 4.12.5 Amendment No. 3 to the Teachers Note Agreement, dated as of May
13, 1994, re: Fixed Charge Coverage Ratio
(9) 4.12.6 Amendment No. 3 to the CIGNA Note Agreement, dated as of May 23,
1994, re: Fixed Charge Coverage Ratio
</TABLE>
22
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
(10) 4.12.7 Modification Letter, dated as of July 1, 1995, by and among the
Registrant, Teachers and Cigna, regarding amending the Teachers
and Cigna Note Agreements.
(14) 4.12.8 Modification Letter No. 2 , dated as of August 25, 1995, by and
among the Registrant, Teachers and Cigna
(15) 4.12.9 Modification Letter No. 3, dated as of March 29, 1996, by and
among the Registrant, Teachers and Cigna
(7) 4.13 Form of Preferred Stock Purchase Rights Certificate
(7) 4.14 Rights Agreement, dated as of February 22, 1994, by and between
the Registrant and Chemical Trust Company of California, as
Rights Agent
(21) 4.14.1 Amendment No. 1 to Rights Agreement, dated as of December 18,
1996, by and between the Registrant and ChaseMellon Shareholder
Services, successor to Chemical Trust Company of California as
Rights Agent
(6) 10.1 Management Services Agreement, dated as of February 16, 1988, by
and between Van Doren Rubber Company, Inc., the Registrant's
predecessor ("Van Doren Rubber"), and McCown De Leeuw & Co.
(6) 10.1.1 Amendment to Management Services Agreement, dated as of July 11,
1991, by and between Van Doren Rubber and MDC Management Company
("MDC Management Agreement")
(11)10.1.2 Amendment No. 2 to the MDC Management Agreement
(6) 10.2 MDV Holdings, Inc. (now known as Vans, Inc.) Incentive Stock
Option Plan
(6) 10.2.1 Amendment No. 1 to MDV Holdings, Inc. Incentive Stock Option Plan
dated June 28, 1991
(2) 10.3 Standard Industrial Lease-Net, dated as of May 27, 1992, by and
between the Registrant and Golden West Vista Associates (the
"Vista Lease")
(9) 10.3.1 Amendment No. 1 to the Vista Lease
(9) 10.3.2 Letter Agreement modifying Amendment No. 1 to the Vista Lease
(1) 10.4 Employment Agreement, dated as of March 10, 1997, by and between
the Registrant and Craig E. Gosselin, superseding his Employment
Agreement, dated July 1, 1992
(6) 10.5 1991 Long-Term Incentive Plan
(2) 10.5.1 Amendment No. 1 to 1991 Long-Term Incentive Plan
(2) 10.5.2 Amendment No. 2 to 1991 Long-Term Incentive Plan
(9) 10.5.3 Amendment No. 3 to the 1991 Long-Term Incentive Plan
(11)10.5.4 Amendment No. 4 to the 1991 Long-Term Incentive Plan
(11)10.5.5 Amendment No. 5 to the 1991 Long-Term Incentive Plan
(18) 10.5.6 Amendment No. 6 to the 1991 Long-Term Incentive Plan
(6) 10.6 International Distributor Agreement, dated as of December 7,
1992, by and between W. P. Lavori In Corso s.r.l. and the
Registrant
</TABLE>
23
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
(6) 10.7 Trademark License Agreement, dated as of December 7, 1992, by and
between W. P. Lavori In Corso s.r.l. and the Registrant (the
"Lavori Trademark Agreement")
(16)10.7.1 Letter of Agreement, dated December 3, 1995, amending the Lavori
Trademark Agreement
(6) 10.8 Software License Agreement, dated March 31, 1993, by and between
the Registrant and J.D. Edwards Software, Inc., and Addenda
thereto
(6) 10.9 License Agreement for Software Products, dated July 29, 1993, by
and between the Island Pacific Systems Corporation and the
Registrant
(6) 10.10 Software License Agreement, dated as of May 27, 1993, by and
between the Registrant and STR, Inc.
(9) 10.11 Incentive Stock Option Agreement, dated as of September 22, 1993,
by and between the Registrant and Walter E. Schoenfeld, covering
30,000 shares
(9) 10.12 Incentive Stock Option Agreement, dated as of September 22, 1993,
by and between the Registrant and Walter E. Schoenfeld, covering
100,000 shares
(10)10.13 Agency Agreement, dated as of June 15, 1994, by and between the
Registrant and Sung Won International
(1) 10.14 Employment Agreement, dated as of March 10, 1997, by and between
the Registrant and Sari K. Ratsula, superseding her Employment
Agreement, dated June 15, 1994
(1) 10.15 Employment Agreement, dated as of March 10, 1997, by and between
the Registrant and Steven J. Van Doren, superseding his
Employment Agreement, dated June 15, 1997
(9) 10.17 Employment Agreement, dated as of June 15, 1994, by and between
the Registrant and Robert E. Diamond
(11)10.18 Loan and Security Agreement, dated as of July 1, 1995, by and
between the Registrant and Bank of the West
(14)10.18.1 First Amendment to Loan and Security Agreement, dated as of
August 25, 1995, by and between the Registrant and Bank of the
West
(16)10.18.2 Second Amendment to Loan and Security Agreement, dated as of
November 8, 1995, by and between the Registrant and Bank of the
West
(13)10.18.3 Third Amendment to Loan and Security Agreement, dated as of
March 29, 1996, by and between the Company and Bank of the West
(22)10.18.4 Fourth Amendment to Loan and Security Agreement, dated as of
April 11, 1996, by and between the Company and Bank of the West
(16)10.18.5 Fifth Amendment to Loan and Security Agreement, dated as of
July 16, 1996, by and between the Company and Bank of the West
(18) 10.18.5 Amendment and Restated Loan and Security Agreement, dated
December 2, 1996, by and between the Company and Bank of the West
(11)10.19 Agreement, dated as of April 26, 1995, by and between Ssangyong
Corporation and the Registrant
(11)10.20 Employment Agreement, dated as of May 25, 1995, by and between
the Registrant and Gary L. Dunlap
</TABLE>
24
<PAGE> 25
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
(21)10.21 Tour Title Sponsorship Agreement, dated as of May 8, 1996, by and
between the Registrant and C.C.R.L., LLC
(12)10.22 License Agreement dated as of August 10, 1995, by and between the
Registrant and Switch Manufacturing
(12)10.23 Amendment, dated as of January 5, 1995, by and between the
Registrant and Switch Manufacturing
(12)10.24 Trademark License Agreement, dated as of November 15, 1995, by
and between the Registrant and Oneita Industries
(12)10.25 Employment Agreement, dated as of September 1, 1995, by and
between the Registrant and Gary H. Schoenfeld
(1) 10.25.1 Amendment No. 1 to the Employment Agreement of Gary H. Schoenfeld
(12)10.26 Incentive Stock Option, dated as of September 1, 1995, by and
between the Registrant and Gary H. Schoenfeld
(13)10.27 Employment Agreement dated as of December 1, 1995, by and between
Walter E. Schoenfeld and the Registrant
(19)10.27.1 Amendment No. 1 to the Employment Agreement of Walter E.
Schoenfeld
(13)10.28 Incentive Stock Option Agreement, dated as of May 11, 1995, by
and between Walter E. Schoenfeld and the Registrant
(13)10.29 Amendment to Incentive Stock Option of Walter E. Schoenfeld,
dated as of January 8, 1996
(13)10.30 Financing Agreement, dated as of March 29, 1996, by and between
the Registrant and Ssangyong (U.S.A.), Inc.
(13)10.31 Letter, dated March 7, 1996, from Gary H. Schoenfeld to Ssangyong
Corporation re the Financing Agreement
(13)10.32 Intercreditor Agreement, dated as of March 29, 1996, by and among
the Registrant, Ssangyong (U.S.A.), Inc., Bank of the West, Cigna
and Teachers
(13)10.33 Security Agreement, dated as of March 29, 1996, by and between
the Registrant, and Ssangyong (U.S.A.), Inc.
(13)10.34 Security Agreement, dated as of March 29, 1996, by and between
Vans Footwear International, Inc. and Ssangyong (U.S.A.), Inc.
(13)10.35 Trademark Security Agreement and Collateral Assignment of
Trademarks, dated as of March 29, 1996, by and among the
Registrant, Cigna and Teachers
(11)10.36 Security Agreement, dated as of March 29, 1996, by and among the
Registrant, Cigna and Teachers
(16)10.37 Employment Agreement, dated as of February 14, 1996, by and
between Kyle B. Wescoat and the Registrant
(19)10.38 Employment Agreement, dated as of January 22, 1996, by and
between Robert H. Camarena and the Registrant
(16)10.39 Separation and Consulting Agreement, dated as of January 2, 1996,
by and between Joseph C. Gaspers and the Registrant
</TABLE>
25
<PAGE> 26
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
(16)10.40 UCC-2 Termination Statement terminating the security interest of
Cigna and Teachers in certain assets of the Registrant
(16)10.41 Release of Grant of Security Interest in the Registrant's
Trademarks executed by Cigna and Teachers
(16)10.42 Employment Agreement, dated July 1, 1996, by and between the
Registrant and John T. Dickinson
(16)10.43 Employment Agreement, dated July 1, 1996, by and between the
Registrant and Charles C. Kupfer
(16)10.44 Standard Industrial/Commercial Single Tenant Lease Gross, dated
August 15, 1996, by and between the Registrant and CAPCO, Inc.
(16)10.45 Standard Industrial/Commercial Single Tenant Lease - Net, dated
July 22, 1996, by and between the Registrant and Orange
Engineering & Machine, Inc.
(16)10.46 Trust Under Vans, Inc. Deferred Compensation Plan, dated as of
June 3, 1996
(18) 10.46.1 Amendment to Trust under Vans, Inc. Deferred Compensation Plan
(16)10.47 Deferred Compensation Agreement for Walter Schoenfeld, dated as
of June 1, 1996
(18) 10.47.1 First Amendment to Deferred Compensation Agreement for Walter
Schoenfeld
(1) 10.48 Standard Industrial Sublease, dated March 25, 1997, by and
between the Registrant and Frank Zamarripa Inc.
(17) 10.49 Lease between Wohl Venture One, LLC, a Delaware limited liability
company, and the Registrant
(17) 10.50 Construction Agreement between Wohl Venture One, LLC, a Delaware
limited liability company, and the Registrant
(17) 10.51 Separation Agreement, dated as of September 5, 1996, by and
between Marc A. Gold and the Registrant
(18) 10.52 Employment Agreement, dated December 4, 1996, by and between the
Registrant and Jay E. Wilson
(18) 10.53 Employment Agreement, dated December 17, 1996, by and between the
Registrant and Casey G. Waid
(19) 10.54 Tour Title Sponsorship Agreement, dated January 1, 1997, by and
between the Registrant and C.C.R.L., LLC, a California limited
liability company
(19) 10.55 Amended and Restated Operating Agreement, dated January 1, 1997,
by and among the Registrant, Gendler, Codikow & Carroll, Kevin
Lyman Production Services, and Creative Artists Agency (the
"Operating Agreement")
(19) 10.56 Side Letter to the Operating Agreement
(19) 10.57 Employment Agreement, dated February 1, 1997, by and between the
Registrant and John Walker
(20) 10.58 Share Sale and Purchase Option Agreement, dated November 20,
1996, by and among the Registrant and the shareholders of Global
Accessories Limited
</TABLE>
26
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION
- ----------- -------------------
<S> <C>
(1) 10.59 Employment Agreement, dated July 22, 1997, by and between the
Registrant and Ralph Serna
(1) 10.60 Investor Rights Agreement, dated July 8, 1997, by and between the
Registrant and the Zone Network, Inc.
(1) 10.61 Purchase and Sale Agreement, dated August 18, 1997, by and
between the Registrant and Triple Crown, Inc.
(1) 10.62 Letter of Intent, dated August 4, 1997, by and between the
Registrant and Board Wild LLC
(1) 22 List of Subsidiaries
23.1 Consent of Independent Auditors is set forth at page F-19
of this report
(1) 27 Financial Data Schedule
</TABLE>
- -----------
(1) Filed herewith.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1992, and incorporated herein by this reference
(3) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1992, and incorporated herein by
this reference
(4) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended November 28,1993, and incorporated herein by this
reference
(5) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended February 27, 1994, and incorporated herein by this
reference
(6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1993, and incorporated herein by this reference
(7) Filed as an exhibit to the Registrant's Form 8-A Registration Statement
(SEC File No. 0-19402), and incorporated herein by this reference
(8) Filed as an exhibit to the Registrant's Form 8-K, dated February 15,
1994, and incorporated herein by this reference
(9) Filed as an exhibit to the Registrant's Form 10-K for the year ended May
31, 1994, and incorporated herein by this reference
(10) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1994, and incorporated herein by
this reference
(11) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1995
(12) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended November 25, 1995, and incorporated herein by this
reference
(13) File as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended February 24, 1996, and incorporated herein by this
reference
(14) Filed as an exhibit to the Registrant's Form 8-K, dated October 17,
1995, and incorporated herein by this reference
(15) Filed as an exhibit to the Registrant's Form S-3 Registrant Statement,
filed with the Securities and Exchange Commission on April 5, 1996 (File
No. 333-3272), and incorporated herein by this reference
27
<PAGE> 28
(16) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1996, and incorporated herein by this reference.
(17) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended August 31, 1996, and incorporated herein by this
reference.
(18) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended November 30, 1996, and incorporated herein by this
reference.
(19) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended November 30, 1996, and incorporated herein by this
reference.
(20) Filed as an exhibit to the Registrant's Form 8-K, dated November 20,
1996, and incorporated herein by this reference
(21) Filed as an exhibit to the Registrant's Form 8-K, dated December 17,
1996, and incorporated herein by this reference.
(22) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1996, and incorporated herein by
this reference.
28
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned thereunto duly authorized.
By: VANS, INC.
----------------------------------
(Registrant)
NAME
----------------------------------
Date: September 23, 1997 By: /s/ CRAIG E. GOSSELIN
----------------------------------
Craig E. Gosselin
Vice President and General Counsel
29
<PAGE> 30
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
NO.
- ----------- ------------------- ----
<S> <C> <C>
(8) 2.1 Agreement of Merger between the Registrant and Van Doren Rubber,
dated July 31, 1991
(2) 2.1 Certificate of Ownership and Merger (Delaware) of Van Doren
Rubber into the Registrant, dated August 19, 1991
(2) 2.2 Certificate of Ownership (California) of the Registrant and Van
Doren Rubber, dated August 19, 1991
(2) 3.1 Restated Certificate of Incorporation of the Registrant, dated
August 30, 1991
(2) 3.1.1 Certificate of Retirement of Class A and Class B Preferred Stock
of the Registrant, dated August 29, 1991
(2) 3.2 Restated By-laws of the Registrant
(6) 3.2.1 Amendment No. 1 of Restated By-laws of the Registrant
(6) 3.2.2 Amendment No. 2 of Restated By-laws of the Registrant
(8) 3.3 Certificate of Designation of Preferences and Rights of Series A
Junior Participating Preferred Stock of the Registrant
4.1 Reference is made to Exhibits 3.1 and 3.2
(8) 4.2 Specimen Stock Certificate
(2) 4.12 Note Purchase Agreement, dated as of August 21, 1991, between the
Registrant and holders of the Registrant's Senior Notes due
August 1, 1999 (executed composite)
(6) 4.12.1 Amendment No. 1 to the Note Purchase Agreement, dated as of
August 5, 1993, by and between the Registrant and Teachers
Insurance and Annuity Association (the "Teachers Note Agreement")
re: Fixed Charge Coverage Ratio
(6) 4.12.2 Amendment No. 2 to Note Purchase Agreement, dated as of August 9,
1993, by and among the Registrant and Connecticut General Life
Insurance Company, Connecticut General Life Insurance Company, on
behalf of one or more separate accounts, and Life Insurance
Company of North America (the "CIGNA Note Agreement") re: Fixed
Charge Coverate Ratio
(4) 4.12.3 Amendment No. 2 to the Teachers Note Agreement, dated as of
December 15, 1993, re: Fixed Charge Coverage Ratio
(4) 4.12.4 Amendment No. 2 to the CIGNA Note Agreement, dated as of December
20, 1993, re: Fixed Charge Coverage Ratio
(9) 4.12.5 Amendment No. 3 to the Teachers Note Agreement, dated as of May
13, 1994, re: Fixed Charge Coverage Ratio
(9) 4.12.6 Amendment No. 3 to the CIGNA Note Agreement, dated as of May 23,
1994, re: Fixed Charge Coverage Ratio
(10) 4.12.7 Modification Letter, dated as of July 1, 1995, by and among the
Registrant, Teachers and Cigna, regarding amending the Teachers
and Cigna Note Agreements.
(14) 4.12.8 Modification Letter No. 2 , dated as of August 25, 1995, by and
among the Registrant, Teachers and Cigna
</TABLE>
30
<PAGE> 31
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
NO.
- ----------- ------------------- ----
<S> <C> <C>
(15) 4.12.9 Modification Letter No. 3, dated as of March 29, 1996, by and
among the Registrant, Teachers and Cigna
(7) 4.13 Form of Preferred Stock Purchase Rights Certificate
(7) 4.14 Rights Agreement, dated as of February 22, 1994, by and between
the Registrant and Chemical Trust Company of California, as
Rights Agent
(21) 4.14.1 Amendment No. 1 to Rights Agreement, dated as of December 18,
1996, by and between the Registrant and ChaseMellon Shareholder
Services, successor to Chemical Trust Company of California as
Rights Agent
(6) 10.1 Management Services Agreement, dated as of February 16, 1988, by
and between Van Doren Rubber Company, Inc., the Registrant's
predecessor ("Van Doren Rubber"), and McCown De Leeuw & Co.
(6) 10.1.1 Amendment to Management Services Agreement, dated as of July 11,
1991, by and between Van Doren Rubber and MDC Management Company
("MDC Management Agreement")
(11)10.1.2 Amendment No. 2 to the MDC Management Agreement
(18) 10.5.6 Amendment No. 6 to the 1991 Long-Term Incentive Plan
(6) 10.2 MDV Holdings, Inc. (now known as Vans, Inc.) Incentive Stock
Option Plan
(6) 10.2.1 Amendment No. 1 to MDV Holdings, Inc. Incentive Stock Option Plan
dated June 28, 1991
(2) 10.3 Standard Industrial Lease-Net, dated as of May 27, 1992, by and
between the Registrant and Golden West Vista Associates (the
"Vista Lease")
(9) 10.3.1 Amendment No. 1 to the Vista Lease
(9) 10.3.2 Letter Agreement modifying Amendment No. 1 to the Vista Lease
(1) 10.4 Employment Agreement, dated as of March 10, 1997, by and between
the Registrant and Craig E. Gosselin, superseding his Employment
Agreement, dated July 1, 1992
(6) 10.5 1991 Long-Term Incentive Plan
(2) 10.5.1 Amendment No. 1 to 1991 Long-Term Incentive Plan
(2) 10.5.2 Amendment No. 2 to 1991 Long-Term Incentive Plan
(9) 10.5.3 Amendment No. 3 to the 1991 Long-Term Incentive Plan
(11)10.5.4 Amendment No. 4 to the 1991 Long-Term Incentive Plan
(11)10.5.5 Amendment No. 5 to the 1991 Long-Term Incentive Plan
(6) 10.6 International Distributor Agreement, dated as of December 7,
1992, by and between W. P. Lavori In Corso s.r.l. and the
Registrant
(6) 10.7 Trademark License Agreement, dated as of December 7, 1992, by and
between W. P. Lavori In Corso s.r.l. and the Registrant (the
"Lavori Trademark Agreement")
(16)10.7.1 Letter of Agreement, dated December 3, 1995, amending the Lavori
Trademark Agreement
</TABLE>
31
<PAGE> 32
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
NO.
- ----------- ------------------- ----
<S> <C> <C>
(6) 10.8 Software License Agreement, dated March 31, 1993, by and between
the Registrant and J.D. Edwards Software, Inc., and Addenda
thereto
(6) 10.9 License Agreement for Software Products, dated July 29, 1993, by
and between the Island Pacific Systems Corporation and the
Registrant
(6) 10.10 Software License Agreement, dated as of May 27, 1993, by and
between the Registrant and STR, Inc.
(9) 10.11 Incentive Stock Option Agreement, dated as of September 22, 1993,
by and between the Registrant and Walter E. Schoenfeld, covering
30,000 shares
(9) 10.12 Incentive Stock Option Agreement, dated as of September 22, 1993,
by and between the Registrant and Walter E. Schoenfeld, covering
100,000 shares
(10)10.13 Agency Agreement, dated as of June 15, 1994, by and between the
Registrant and Sung Won International
(1) 10.14 Employment Agreement, dated as of March 10, 1997, by and between
the Registrant and Sari K. Ratsula, superseding her Employment
Agreement, dated June 15, 1994
(1) 10.15 Employment Agreement, dated as of March 10, 1997, by and between
the Registrant and Steven J. Van Doren, superseding his
Employment Agreement, dated June 15, 1994
(9) 10.17 Employment Agreement, dated as of June 15, 1994, by and between
the Registrant and Robert E. Diamond
(11)10.18 Loan and Security Agreement, dated as of July 1, 1995, by and
between the Registrant and Bank of the West
(14)10.18.1 First Amendment to Loan and Security Agreement, dated as of
August 25, 1995, by and between the Registrant and Bank of the
West
(16)10.18.2 Second Amendment to Loan and Security Agreement, dated as of
November 8, 1995, by and between the Registrant and Bank of the
West
(13)10.18.3 Third Amendment to Loan and Security Agreement, dated as of
March 29, 1996, by and between the Company and Bank of the West
(22)10.18.4 Fourth Amendment to Loan and Security Agreement, dated as of
April 11, 1996, by and between the Company and Bank of the West
(16)10.18.5 Fifth Amendment to Loan and Security Agreement, dated as of
July 16, 1996, by and between the Company and Bank of the West
(18) 10.18.5 Amendment and Restated Loan and Security Agreement, dated
December 2, 1996, by and between the Company and Bank of the West
(11)10.19 Agreement, dated as of April 26, 1995, by and between Ssangyong
Corporation and the Registrant
(11)10.20 Employment Agreement, dated as of May 25, 1995, by and between
the Registrant and Gary L. Dunlap
(21)10.21 Tour Title Sponsorship Agreement, dated as of May 8, 1996, by and
between the Registrant and C.C.R.L., LLC
(12)10.22 License Agreement dated as of August 10, 1995, by and between the
Registrant and Switch Manufacturing
</TABLE>
32
<PAGE> 33
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
NO.
- ----------- ------------------- ----
<S> <C> <C>
(12)10.23 Amendment, dated as of January 5, 1995, by and between the
Registrant and Switch Manufacturing
(12)10.24 Trademark License Agreement, dated as of November 15, 1995, by
and between the Registrant and Oneita Industries
(12)10.25 Employment Agreement, dated as of September 1, 1995, by and
between the Registrant and Gary H. Schoenfeld
(1) 10.25.1 Amendment No. 1 to the Employment Agreement of Gary H. Schoenfeld
(12)10.26 Incentive Stock Option, dated as of September 1, 1995, by and
between the Registrant and Gary H. Schoenfeld
(13)10.27 Employment Agreement dated as of December 1, 1995, by and between
Walter E. Schoenfeld and the Registrant
(19)10.27.1 Amendment No. 1 to the Employment Agreement of Walter E.
Schoenfeld
(13)10.28 Incentive Stock Option Agreement, dated as of May 11, 1995, by
and between Walter E. Schoenfeld and the Registrant
(13)10.29 Amendment to Incentive Stock Option of Walter E. Schoenfeld,
dated as of January 8, 1996
(13)10.30 Financing Agreement, dated as of March 29, 1996, by and between
the Registrant and Ssangyong (U.S.A.), Inc.
(13)10.31 Letter, dated March 7, 1996, from Gary H. Schoenfeld to Ssangyong
Corporation re the Financing Agreement
(13)10.32 Intercreditor Agreement, dated as of March 29, 1996, by and among
the Registrant, Ssangyong (U.S.A.), Inc., Bank of the West, Cigna
and Teachers
(13)10.33 Security Agreement, dated as of March 29, 1996, by and between
the Registrant, and Ssangyong (U.S.A.), Inc.
(13)10.34 Security Agreement, dated as of March 29, 1996, by and between
Vans Footwear International, Inc. and Ssangyong (U.S.A.), Inc.
(13)10.35 Trademark Security Agreement and Collateral Assignment of
Trademarks, dated as of March 29, 1996, by and among the
Registrant, Cigna and Teachers
(13)10.36 Security Agreement, dated as of March 29, 1996, by and among the
Registrant, Cigna and Teachers
(16)10.37 Employment Agreement, dated as of February 14, 1996, by and
between Kyle B. Wescoat and the Registrant
(19)10.38 Employment Agreement, dated as of January 22, 1996, by and
between Robert H. Camarena and the Registrant
(16)10.39 Separation and Consulting Agreement, dated as of January 2, 1996,
by and between Joseph C. Gaspers and the Registrant
(16)10.40 UCC-2 Termination Statement terminating the security interest of
Cigna and Teachers in certain assets of the Registrant
(16)10.41 Release of Grant of Security Interest in the Registrant's
Trademarks executed by Cigna and Teachers
</TABLE>
33
<PAGE> 34
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
NO.
- ----------- ------------------- ----
<S> <C> <C>
(16)10.42 Employment Agreement, dated July 1, 1996, by and between the
Registrant and John T. Dickinson
(16)10.43 Employment Agreement, dated July 1, 1996, by and between the
Registrant and Charles C. Kupfer
(16)10.44 Standard Industrial/Commercial Single Tenant Lease - Gross, dated
August 15, 1996, by and between the Registrant and CAPCO, Inc.
(16)10.45 Standard Industrial/Commercial Single Tenant Lease - Net, dated
July 22, 1996, by and between the Registrant and Orange
Engineering & Machine, Inc.
(16)10.46 Trust Under Vans, Inc. Deferred Compensation Plan, dated as of
June 3, 1996
(16) 10.46.1 Amendment to Trust Under Vans, Inc. Deferred Compensation Plan
(16)10.47 Deferred Compensation Agreement for Walter Schoenfeld, dated as
of June 1, 1996
(1) 10.48 Standard Industrial Sublease, dated March 25, 1997, by and
between the Registrant and Frank Zamarripa Inc.
(17) 10.49 Lease between Wohl Venture One, LLC, a Delaware limited liability
company, and the Registrant
(17) 10.50 Construction Agreement between Wohl Venture One, LLC, a Delaware
limited liability company, and the Registrant
(17) 10.51 Separation Agreement, dated as of September 5, 1996, by and
between Marc A. Gold and the Registrant
(18) 10.52 Employment Agreement, dated December 4, 1996, by and between the
Registrant and Jay E. Wilson
(18) 10.53 Employment Agreement, dated December 17, 1996, by and between the
Registrant and Casey G. Waid
(19) 10.54 Tour Title Sponsorship Agreement, dated January 1, 1997, by and
between the Registrant and C.C.R.L., LLC, a California limited
liability company
(19) 10.55 Amendment and Restated Operating Agreement, dated January 1,
1997, by and among the Registrant, Gendler, Codikow & Carroll,
Kevin Lyman Production Services and Creative Artists Agency (the
"Operating Agreement")
(19) 10.56 Side Letter to the Operating Agreement
(19) 10.57 Employment Agreement, dated February 1, 1997, by and between the
Registrant and John Walker
(20) 10.58 Share Sale and Purchase Option Agreement, dated November 20,
1996, by and among the Registrant and the shareholders of
Global Accessories Limited
(1) 10.59 Employment Agreement, dated July 22, 1997, by and between the
Registrant and Ralph Serna
(1) 10.60 Investor Rights Agreement, dated July 8, 1997, by and between the
Registrant and The Zone Network, Inc.
(1) 10.61 Purchase and Sale Agreement, dated August 18, 1997, by and
between the Registrant and Triple Crown, Inc.
</TABLE>
34
<PAGE> 35
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT DESCRIPTION PAGE
NO.
- ----------- ------------------- ----
<S> <C> <C>
(1) 10.62 Letter of Intent, dated August 4, 1997, by and between the
Registrant and Board Wild LLC
(1) 22 List of Subsidiaries
23.1 Consent of Independent Auditors is set forth at page F-19
of this report
(1) 27 Financial Data Schedule
</TABLE>
- ----------
(1) Filed herewith.
(2) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1992, and incorporated herein by this reference
(3) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1992, and incorporated herein by
this reference
(4) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended November 28,1993, and incorporated herein by this
reference
(5) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended February 27, 1994, and incorporated herein by this
reference
(6) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1993, and incorporated herein by this reference
(7) Filed as an exhibit to the Registrant's Form 8-A Registration Statement
(SEC File No. 0-19402), and incorporated herein by this reference
(8) Filed as an exhibit to the Registrant's Form 8-K, dated February 15,
1994, and incorporated herein by this reference
(9) Filed as an exhibit to the Registrant's Form 10-K for the year ended May
31, 1994, and incorporated herein by this reference
(10) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1994, and incorporated herein by
this reference
(11) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1995
(12) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended November 25, 1995, and incorporated herein by this
reference
(13) File as an exhibit to the Registrant's Quarterly Report on Form 10-Q for
the period ended February 24, 1996, and incorporated herein by this
reference
(14) Filed as an exhibit to the Registrant's Form 8-K, dated October 17,
1995, and incorporated herein by this reference
(15) Filed as an exhibit to the Registrant's Form S-3 Registrant Statement,
filed with the Securities and Exchange Commission on April 5, 1996 (File
No. 333-3272), and incorporated herein by this reference
(16) Filed as an exhibit to the Registrant's Annual Report on Form 10-K for
the year ended May 31, 1996, and incorporated herein by this reference.
(17) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended August 31, 1996, and incorporated herein by this
reference.
35
<PAGE> 36
(18) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended November 30, 1996, and incorporated herein by this
reference.
(19) Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q
for the period ended March 1, 1997, and incorporated herein by this
reference.
(20) Filed as an exhibit to the Registrant's Form 8-K, dated November 20,
1996, and incorporated herein by this reference.
(21) Filed as an exhibit to the Registrant's Form 8-K, dated December 17,
1996, and incorporated herein by this reference.
(22) Filed as an exhibit to Amendment No. 1 to the Registrant's Annual Report
on Form 10-K for the year ended May 31, 1996, and incorporated herein by
this reference.
36
<PAGE> 37
INDEX TO FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Consolidated Financial Statements:
Independent Auditors' Report F-2
Consolidated Balance Sheets as of May 31, 1997 and 1996 F-3
Consolidated Statements of Operations
for the Years Ended May 31, 1997, 1996 and 1995 F-4
Consolidated Statements of Stockholders' Equity
for the Years Ended May 31, 1997, 1996 and 1995 F-5
Consolidated Statements of Cash Flows
for the Years Ended May 31, 1997, 1996 and 1995 F-6
Notes to Consolidated Financial Statements F-7
Consent of Independent Auditors F-19
Schedule II - Valuation and Qualifying Accounts and F-20
Reserves
</TABLE>
All other schedules are omitted because they are not required, are not
applicable, or the information is included the Consolidated Financial Statements
or notes thereto.
F-1
<PAGE> 38
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Vans, Inc.:
We have audited the accompanying consolidated balance sheets of Vans, Inc.
and subsidiaries as of May 31, 1997 and 1996, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended May 31, 1997. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Vans, Inc.
and subsidiaries as of May 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the years in the three-year period
ended May 31, 1997, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Orange County, California
July 18, 1997
F-2
<PAGE> 39
VANS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
May 31,
1997 1996
------------- -------------
ASSETS
<S> <C> <C>
Current assets:
Cash ................................................ $ 15,350,175 $ 14,233,352
Accounts receivable, net of allowance for doubtful
accounts and sales returns and allowances of
$1,399,589 and $1,147,344 at May 31, 1997
and 1996, respectively (notes 7 and 13) ........... 24,390,794 20,842,989
Inventories (notes 4 and 7) ......................... 25,098,695 19,400,644
Deferred income taxes (note 9) ...................... -- 364,000
Prepaid expenses .................................... 2,960,435 2,457,301
------------- -------------
Total current assets ......................... 67,800,099 57,298,286
Property, plant and equipment, net (notes 3, 5 and 10) 13,346,452 10,801,763
Property on lease (notes 5 and 10)..................... 4,953,522 --
Property held for sale (notes 3, 5 and 10) ............ -- 4,687,106
Excess of cost over the fair value of net assets
acquired, net of accumulated amortization
of $33,580,138 and $32,744,117 at May 31,
1997 and 1996, respectively (note 3) ................ 17,862,389 16,495,283
Other assets (note 6) ................................. 1,861,808 1,178,331
------------- -------------
$ 105,824,270 $ 90,460,769
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings (note 7) ...................... $ 3,684,419 $ 6,431,349
Accounts payable (note 10) .......................... 4,906,192 4,328,821
Accrued payroll and related expenses ................ 2,047,509 1,611,906
Restructuring costs (note 3) ........................ -- 1,750,782
Accrued workers' compensation (note 10) ............. -- 803,964
Income taxes payable ................................ 3,763,727 967,659
------------- -------------
Total current liabilities .................... 14,401,847 15,894,481
Deferred income taxes (note 9) ........................ 1,636,605 1,495,000
Capital lease obligations ( notes 8 and 10) ........... 222,605 343,742
Long-term debt, excluding current portion (note 8) .... 258,594 --
------------- -------------
16,519,651 17,733,223
------------- -------------
Minority interest ..................................... 1,022,893 --
Stockholders' equity (notes 7, 11 and 12):
Preferred stock, $.001 par value, 5,000,000 shares
authorized (1,500,000 shares designated as
Series A Junior Participating Preferred Stock),
none issued and outstanding ....................... -- --
Common stock, $.001 par value, 20,000,000
shares authorized, 13,166,947 and 12,628,085
shares issued and outstanding at May 31,
1997 and 1996, respectively ....................... 13,167 12,628
Additional paid-in capital .......................... 101,113,448 96,201,083
Stock subscriptions ................................. (4,500) (85,000)
Cumulative foreign currency translation
adjustment ........................................ 123,919 --
Accumulated deficit ................................. (12,964,308) (23,401,165)
------------- -------------
Net stockholders' equity ..................... 88,281,726 72,727,546
Commitments and contingencies (note 10)
------------- -------------
$ 105,824,270 $ 90,460,769
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE> 40
VANS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years Ended May 31,
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
Net sales (note 13) .............................. $ 159,390,654 $ 117,407,543 $ 88,055,695
Cost of sales .................................... 96,690,956 71,095,123 60,339,890
------------- ------------- -------------
Gross profit ................................... 62,699,698 46,312,420 27,715,805
Operating expenses:
Selling and distribution ....................... 28,111,805 23,446,501 19,354,878
Marketing, advertising and promotion ........... 13,162,123 8,281,129 5,439,077
General and administrative ..................... 6,085,415 4,699,240 8,291,129
Restructuring costs (note 3) ................... -- -- 30,047,500
Provision for doubtful accounts ................ 710,611 762,295 1,359,846
Amortization of intangibles .................... 836,021 777,245 1,641,328
------------- ------------- -------------
Total operating expenses ............... 48,905,975 37,966,410 66,133,758
------------- ------------- -------------
Earnings (loss) from operations ........ 13,793,723 8,346,010 (38,417,953)
Interest income .................................. 597,045 79,302 81,634
Interest and debt expense ........................ (438,485) (3,418,559) (2,880,615)
Other income (note 2) ............................ 2,782,671 1,932,505 1,621,986
------------- ------------- -------------
Earnings (loss) before income taxes, minority
interest in income of consolidated
subsidiaries and extraordinary item ......... 16,734,954 6,939,258 (39,594,948)
Income tax expense (benefit)(note 9) ............. 5,996,180 2,775,822 (2,460,077)
------------- ------------- -------------
Earnings (loss) before minority interest in
income of consolidated subsidiaries
and extraordinary item ...................... 10,738,774 4,163,436 (37,134,871)
Minority interest in income of consolidated
subsidiaries ................................ 301,917 -- --
------------- ------------- -------------
Earnings (loss) before extraordinary item ........ 10,436,857 4,163,436 (37,134,871)
Extraordinary loss on early extinguishment of
debt, net of income tax benefit of $676,965
(note 8) ....................................... -- 1,015,448 --
------------- ------------- -------------
Net earnings (loss) .............................. $ 10,436,857 $ 3,147,988 $ (37,134,871)
============= ============= =============
Per share information (note 2):
Primary:
Earnings (loss) before extraordinary
item ...................................... $ .76 $ .40 $ (3.86)
Extraordinary item .......................... -- (.10) --
------------- ------------- -------------
Net earnings (loss) ......................... $ .76 $ .30 $ (3.86)
============= ============= =============
Weighted average common and common
equivalent shares ......................... 13,805,000 10,405,993 9,611,204
Fully diluted:
Earnings (loss) before extraordinary
item ...................................... $ .76 $ .37 $ (3.86)
Extraordinary item .......................... -- (.09) --
------------- ------------- -------------
Net earnings (loss) ......................... $ .76 $ .28 $ (3.86)
============= ============= =============
Weighted average common and common
equivalent shares ......................... 13,748,375 11,149,961 9,611,204
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE> 41
VANS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED MAY 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
ADDITIONAL RETAINED CUMULATIVE TOTAL
COMMON STOCK PAID-IN STOCK EARNINGS TRANSLATION STOCKHOLDERS'
SHARES AMOUNT CAPITAL SUBSCRIPTION (ACUM. DEFICIT) ADJUSTMENT EQUITY
--------- ------------ ------------ ------------ --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1994 9,572,097 $ 9,573 $ 46,559,306 $ -- $ 10,585,718 $ -- $ 57,154,597
Issuance of common
stock for cash .... 67,780 67 244,343 -- -- -- 244,410
Net loss ............ -- -- -- -- (37,134,871) -- (37,134,871)
---------- ------------ ------------ ------------ ------------ ------------ -------------
BALANCE AT MAY 31, 1995 9,639,877 $ 9,640 $ 46,803,649 $ -- $(26,549,153) $ -- 20,264,136
Issuance of common
stock for cash .... 2,988,208 2,988 49,397,434 (85,000) -- -- 49,315,422
Net earnings ........ -- -- -- -- 3,147,988 -- 3,147,988
---------- ------------ ------------ ------------ ------------ ------------ -------------
BALANCE AT MAY 31, 1996 12,628,085 $ 12,628 $ 96,201,083 $ (85,000) $(23,401,165) $ -- $ 72,727,546
Issuance of common
stock for cash ..... 368,862 369 2,269,565 80,500 -- -- 2,350,434
Issuance of common
stock for acquisition . 170,000 170 2,642,800 -- -- -- 2,642,970
Cumulative foreign
currency transla-
tion adjustment .. -- -- -- -- -- 123,919 123,919
Net earnings ....... -- -- -- -- 10,436,857 -- 10,436,857
---------- ------------ ------------ ------------ ------------ ------------ -------------
BALANCE AT MAY 31, 1997 13,166,947 $ 13,167 $101,113,448 $ (4,500) $(12,964,308) $ 123,919 $ 88,281,726
---------- ------------ ------------ ------------ ------------ ------------ -------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE> 42
VANS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED MAY 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) ................................. $ 10,436,857 $ 3,147,988 $(37,134,871)
Adjustments to reconcile net earnings (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization .................... 3,430,203 3,175,973 28,390,226
Amortization of deferred financing costs ......... -- 306,489 72,124
Provision for losses on accounts
receivable and sales returns ................... 710,611 762,295 1,359,846
Gain on the sale of property,
plant and equipment ............................ -- -- (36,411)
Changes in assets and liabilities:
Accounts receivable ............................ (2,852,026) (9,021,040) (1,117,317)
Income taxes receivable ........................ -- 3,530,128 (2,924,269)
Inventories .................................... (5,219,924) (2,402,906) (3,676,973)
Deferred income taxes .......................... 505,605 1,131,000 (489,000)
Prepaid expenses ............................... (445,229) (1,958,746) (122,052)
Other assets ................................... (96,483) (244,041) 1,881,021
Accounts payable ............................... 286,423 (4,250,652) 3,888,888
Accrued payroll and related expenses ........... 429,368 (414,323) (405,302)
Accrued workers' compensation .................. (803,964) (736,082) 28,887
Restructuring costs ............................ (1,750,782) (4,333,152) 6,083,934
Accrued interest ............................... -- (907,660) (24,068)
Income taxes ................................... 2,411,426 967,659 --
------------ ------------ ------------
Net cash provided by (used in)
operating activities ...................... 7,042,085 (11,247,070) (4,225,337)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and
equipment ........................................ (5,092,936) (2,557,520) (2,641,480)
Investment in unconsolidated subsidiary ............... (500,000) -- --
Proceeds from sale of property, plant and
equipment ......................................... -- 717,143 186,437
------------ ------------ ------------
Net cash used in investing
activities ................................ (5,592,936) (1,840,377) (2,455,043)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from (payments on) short-term borrowings ... (2,746,930) 3,823,176 2,608,173
Payments on capital lease obligations ............... (121,137) (97,642) (21,532)
Proceeds from (payments on) long term debt .......... 258,594 (29,000,000) --
Proceeds from issuance of common stock, net ......... 2,295,504 49,315,422 244,410
------------ ------------ ------------
Net cash provided by (used in)
financing activities ...................... (313,969) 24,040,956 2,831,051
Effect of exchange rate changes on cash ..... (18,357) -- --
------------ ------------ ------------
Net increase (decrease) in cash and
cash equivalents .......................... 1,116,823 10,953,509 (3,849,329)
Cash and cash equivalents, beginning of year ........ 14,233,352 3,279,843 7,129,172
------------ ------------ ------------
Cash and cash equivalents, end of year .............. $ 15,350,175 $ 14,233,352 $ 3,279,843
============ ============ ============
SUPPLEMENTAL CASH FLOW
information -- amounts paid for:
Interest ............................................ $ 438,485 $ 3,353,372 $ 2,808,490
Income taxes ........................................ $ 2,588,541 $ 41,265 $ 1,007,533
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations incurred .................. $ -- $ -- $ 554,379
Supplemental Disclosures:
Purchase of Global Accessories, Ltd.
Acquired cash ...................................... $ 254,685 $ -- $ --
Accounts receivable ................................ 404,094 -- --
Inventories ........................................ 478,127 -- --
Property, plant and equipment ...................... 44,130 -- --
Goodwill ........................................... 2,203,126 -- --
Prepaid expenses ................................... 57,905 -- --
Other assets ....................................... 86,994 -- --
Current liabilities ................................ (718,173) -- --
------------ ------------ ------------
$ 2,810,888 $ -- $ --
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE> 43
VANS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1997, 1996 AND 1995
1. BUSINESS AND ORGANIZATION
Vans, Inc. (the "Company") is a leading designer, manufacturer and distributor
of a collection of high quality casual and active-casual footwear for men, women
and children, as well as apparel and performance footwear for enthusiasts of
alternative sports such as skateboarding, snowboarding and BMX mountain biking.
On August 29, 1991, the Company concurrently completed its initial public
stock offering (the "IPO") and issued $29,000,000 of Senior Notes due 1999 in a
private offering (the "Debt Offering")(see note 8).
The Company is the successor to Van Doren Rubber Company, Inc. ("VDRC"), a
California corporation that was founded in 1966. VDRC was acquired by the
Company in February 1988 in a series of related transactions (the "Acquisition")
and was accounted for using the purchase method of accounting. VDRC was merged
with and into the Company in connection with the IPO.
On May 24, 1996, the Company completed its secondary offering of common stock
(the "Offering"). In connection with the Offering, 2,700,000 shares of the
Company's common stock were sold by the Company for net proceeds of
approximately $47.7 million and 100,000 shares were sold by a stockholder of the
Company. Additionally, 420,000 shares were sold by another selling stockholder
to cover over-allotments. The Company did not receive any of the proceeds from
the sale of shares of common stock by the selling stockholders. The Company used
the net proceeds from the Offering to: (i) repay $25.4 million of the
outstanding principal amount of the Company's 9.6% senior notes due August 1,
1999 (the "Senior Notes"), including accrued interest and a makewhole amount
resulting from the prepayment of the Senior Notes; (ii) repay $8.1 million
outstanding under a secured line of credit (the "Secured Line of Credit") with a
financial institution (see note 7); and (iii) increase working capital for the
financing of inventory and accounts receivable.
On May 9, 1996, the Company established a wholly-owned Hong Kong subsidiary,
Vans Far East Limited ("VFEL"), and granted a worldwide license (excluding the
United States) to VFEL to use the Company's trademark on and in connection with
the manufacture and distribution of footwear. VFEL, in turn, contracts with
distributors for foreign countries.
On November 20, 1996, the Company acquired 51% of the outstanding Common
Shares of Global Accessories Limited, the Company's exclusive distributor for
the United Kingdom ("Global"), in a stock-for-stock transaction (the "Global
Acquisition"). The Company will acquire the remaining 49% of the Global Shares
over a five-year period commencing in approximately November 1997. The Global
Acquisition has been accounted for under the purchase method of accounting, and
accordingly, the purchase price was allocated to assets acquired based on their
estimated fair values. The excess of the purchase price over the fair market
value of net assets acquired has been recorded as goodwill. The results of
operations of Global have been included in the Company's consolidated statements
of operations since the date of acquisition.
The Company's customers are located primarily in the United States. However,
there are customers located in a number of foreign countries (see note 13). The
Company has entered into a partnership venture in Mexico City in which the
Company owns 50.01%. The portion owned by the Company is a subsidiary operating
under the name Vans Latinoamericana (Mexico), S.A. de C.V. This subsidiary will
be distributing shoes throughout Mexico.
F-7
<PAGE> 44
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The consolidated financial statements include the
accounts of the Company and its subsidiaries, Vans International, Inc., a
foreign sales corporation ("FSC"), Vans Footwear International, Inc., Vans Far
East Limited ("VFEL"), a wholly owned Hong Kong subsidiary, Global Accessories
Limited, a 51.0%-owned subsidiary located in the United Kingdom, Vans
Latinoamericana (Mexico), S.A. de C.V., a 50.01%-owned Mexican subsidiary, and
Vans Shoes Outlets, Ltd., a Texas Limited Partnership of which the Company is a
general partner. The Global Acquisition has been accounted for under the
purchase method of accounting, and, accordingly, the purchase price was
allocated to assets acquired based on their estimated fair values. The excess of
the purchase price over the fair market value of net assets acquired has been
recorded as goodwill. All significant intercompany balances and transactions
have been eliminated in consolidation.
Use of Estimates. The financial statements have been prepared in conformity
with generally accepted accounting principles. In preparing the financial
statements, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the dates of the balance
sheets and revenues and expenses for the periods. Actual results could differ
from those estimates.
Foreign Currency Translation. The financial statements of subsidiaries outside
the United States are generally measured using the local currency as the
functional currency. Assets and liabilities of these subsidiaries are translated
at the rates of exchange at the balance sheet date. The resultant translation
adjustments are included in cumulative foreign currency translation adjustment,
a separate component of stockholders' equity. Income and expense items are
translated at a weighted average rate of exchange.
Foreign Currency Contracts. Global Accessories Limited enters into foreign
currency contracts from time to time to hedge against currency fluxuations for
purchase of U.S. dollars. At May 31, 1997 the amount in foreign currency
contracts approximated 546,000 pounds (approximately $895,700). The Company
currently owns 51% of Global Accessories Limited.
Cash Equivalents. For purposes of the consolidated statements of cash flows,
the Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents.
Inventories. Inventories are valued at the lower of cost or market (net
realizable value). Cost is determined using the first-in, first-out ("FIFO")
method. Global uses the weighted average cost method.
Goodwill. Goodwill is the cost in excess of fair value of the net assets
acquired in both the Acquisition and the Global Acquisition (see note 1).
Goodwill in the Acquisition represented trademarks, manufacturing know-how and
dealer relationships and is being amortized on a straight-line basis over 30
years. Goodwill in the Global Acquisition represented dealer relationships and
distribution know-how and is being amortized on a straight-line basis over 15
years.
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of." SFAS No. 121 requires that long-lived assets and certain identifiable
intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under the provisions of SFAS No. 121, if the sum of the expected
future cash flows (undiscounted and without interest charges) is less than the
carrying amount of the asset, an impairment loss is recognized. The amount of
impairment, if any, is measured based on estimated fair value of assets
determined to be impaired. The Company adopted SFAS No. 121 in the fourth
quarter of fiscal 1995. Prior to the adoption of SFAS No. 121, the Company had
used a similar approach for assessing the recoverability of goodwill based on
operating income.
Revenue Recognition. Revenue is recognized at the point of sale. For product
manufactured outside the U.S., revenue is recognized when goods are accepted by
the freight forwarder. This relates to those products that are shipped directly
to the international customers.
F-8
<PAGE> 45
Property, Plant and Equipment. Property, plant and equipment are stated at
cost, less depreciation and amortization and estimated loss on disposal. The
cost of additions and improvements are capitalized, while maintenance and
repairs are expensed as incurred. Depreciation is computed on the straight-line
method over the estimated useful lives of the related assets as follows:
<TABLE>
<CAPTION>
YEARS
-----
<S> <C>
Buildings and improvements....................... 5-31.5
Machinery and equipment.......................... 5-10
Store fixtures and equipment..................... 5-7
Automobiles and trucks........................... 5-7
Computer, office furniture and equipment......... 3-7
</TABLE>
Leasehold improvements are amortized over the lesser of the estimated useful
lives of the assets or the related lease terms.
Income Taxes. Income taxes are provided based upon the provisions of SFAS No.
109, "Accounting for Income Taxes." Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which the differences are expected to reverse.
Other Income. Other income is comprised of the following:
<TABLE>
<CAPTION>
YEARS ENDED MAY 31,
----------------------------------------------------
1997 1996 1995
--------- ---------- ----------
<S> <C> <C> <C>
Royalty income................................... $2,617,297 $1,791,800 $907,549
Rental income.................................... 36,373 72,718 117,437
Litigation recovery.............................. -- -- 572,468
Other............................................ 129,001 67,987 24,532
--------- ---------- ----------
$2,782,671 $1,932,505 $1,621,986
========= ========== ==========
</TABLE>
For the year ended May 31, 1995, the litigation recovery amount related
primarily to the Company's claims against the bankruptcy estate of Drexel
Burnham Lambert Inc. The claims alleged that, in connection with the
Acquisition, Drexel had defrauded the Company into issuing shares of its common
stock to a Drexel affiliate.
Fair Value of Financial Instruments. In December 1991, the FASB issued SFAS
No. 107, "Disclosures about Fair Value of Financial Instruments." SFAS No. 107
requires all entities to disclose the fair value of financial instruments, both
assets and liabilities recognized and not recognized on the balance sheet, for
which it is practicable to estimate fair value. SFAS No. 107 defines fair value
of a financial instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties. As of May 31, 1997,
the fair value of all financial instruments approximated carrying value. The
carrying value of cash and cash equivalents, accounts receivable, accounts
payable, accrued payroll and related expenses and short-term borrowings
approximates fair value because of the short term maturity of these financial
instruments.
Stock-Based Compensation. In October 1995, the FASB issued SFAS No. 123,
"Accounting for Stock-Based Compensation." SFAS No. 123 establishes financial
accounting and reporting standards for stock-based employee compensation plans.
The Company has continued to measure compensation cost of employee stock option
plans using the intrinsic value based method prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and to make pro forma disclosures of
net earnings and earnings per share as if the fair value method prescribed by
SFAS No. 123 had been applied (see note 11).
Net Earnings (Loss) per Common Share. Primary earnings (loss) per share are
based on the weighted average number of shares outstanding during each year and
the assumed exercise of dilutive stock options less the number of treasury
shares assumed to be purchased from the proceeds using the average market price
of the Company's Common Stock during the year. Fully diluted earnings (loss) per
share are based on the weighted average number of shares outstanding during each
year and the assumed exercise of dilutive stock options less the number of
treasury shares assumed to be purchased from the proceeds using the higher of
the average or ending market price of the Company's Common Stock during the
year. The Company has granted certain options which have been treated as common
share equivalents, when appropriate (see note 11).
F-9
<PAGE> 46
Recent Accounting Pronouncements. In February 1997, the FASB issued SFAS No.
128, "Earnings Per Share." SFAS No. 128 specifies new standards designed to
improve the earnings per share ("EPS") information provided in financial
statements by simplifying the existing computational guidelines, revising the
disclosure requirements and increasing the comparability of EPS data on an
international basis. Some of the changes made to simplify the EPS computations
include: (a) eliminating the presentation of primary EPS and replacing it with
basic EPS, with the principal difference being that the common stock equivalents
are not considered in computing basic EPS, (b) eliminating the modified treasury
stock method and the three percent materiality provision, and (c) revising the
contingent share provisions and the supplemental EPS data requirements. SFAS No.
128 also makes a number of changes to existing disclosure requirements. SFAS No.
128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods. The Company has not yet determined
the impact of the implementation of SFAS No. 128.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
The new statement is effective for both interim and annual periods beginning
after December 15, 1997. The Company has not yet determined the impact of
adopting this new standard on the consolidated financial statements.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." The new statement is effective for fiscal
years beginning after December 15, 1997. The Company has not yet determined the
impact of adopting this new standard on the consolidated financial statements.
Reclassifications. Certain amounts in the fiscal 1995 and 1996 consolidated
financial statements have been reclassified to conform to the fiscal 1997
presentation.
3. RESTRUCTURING COSTS
Prior to fiscal 1995, the Company manufactured all of its footwear at two
domestic manufacturing facilities located in Southern California. As part of the
Company's strategic redirection, in the first quarter of fiscal 1995 the Company
began to source from South Korea its line of casual and performance footwear
known as the International Collection. The success of the International
Collection created a domestic manufacturing overcapacity problem for the Company
which contributed to an overstock in domestic inventories. In the second quarter
of fiscal 1995, the Company increased the inventory valuation allowance from
$324,772 to approximately $600,000 in order to help mitigate the risks
associated with increased inventory balances. In the third quarter of fiscal
1995, the Company took steps to adjust its U.S. production; however, customer
demand for the International Collection continued to grow. In the fourth quarter
of fiscal 1995, it first became apparent that domestic manufacturing workforce
reductions would not be sufficient to address the increase in orders for the
International Collection and the decrease in demand for domestically-produced
footwear, and the Company determined that a plant closure would be required.
Therefore, on May 30, 1995 the Board of Directors voted to close its Orange,
California manufacturing facility and in July 1995, the Company closed its
Orange, California manufacturing facility and recognized restructuring costs of
$30.0 million, including $20.0 million of goodwill write-off related to
manufacturing know-how eliminated with the plant closure, in the fourth quarter
of fiscal 1995.
At May 31, 1996, the restructuring cost liability of $1,751,000 included an
estimated provision of $1,203,000 for involuntary termination benefits and
$548,000 for costs to prepare the site for sale. In the third quarter of fiscal
1997, $1,200,000 of accrued workers' compensation claims related to the
restructuring were transferred to Lumberman Mutual Casualty Company, in addition
to the balance of the Company's accrued workers' compensation liability of
$200,000, in connection with revocation of the Company's self insurance for
workers' compensation (see note 6). The Company has no further liability for the
transferred claims, subject to a per accident loss limit of $250,000 and an
aggregate maximum of $3,500,000. The Company has paid approximately $1,751,000,
$4,333,000 and $80,000 in costs related to the plant closure for the years ended
May 31, 1997, 1996 and 1995, respectively.
F-10
<PAGE> 47
4. INVENTORIES
Inventories are comprised of the following:
<TABLE>
<CAPTION>
MAY 31,
-------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Raw materials....... $1,743,660 $1,616,486
Work-in-process..... 32,796 20,680
Finished goods...... 23,322,239 17,763,478
----------- -----------
$25,098,695 $19,400,644
=========== ===========
</TABLE>
Inventories at May 31, 1997 and 1996 are reduced by $744,686 and $600,000,
respectively, to reflect the lower of cost or market valuation allowances.
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is comprised of the following:
<TABLE>
<CAPTION>
MAY 31,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Machinery and equipment ...................... $ 5,323,677 $ 4,660,509
Store fixtures and equipment ................. 1,967,975 1,897,060
Automobiles and trucks ....................... 989,054 722,025
Computers, office furniture and equipment .... 6,726,849 5,889,225
Leasehold improvements ....................... 8,284,493 5,000,081
Less accumulated depreciation and amortization (9,945,596) (7,367,137)
------------ ------------
$ 13,346,452 $ 10,801,763
============ ============
</TABLE>
As of May 31, 1996 and 1995, respectively, land, building and equipment with a
net book value of $7,713,523 and $9,183,771 related to the Orange, California
manufacturing facility has been reclassified to property held for sale net of a
$3,026,417 and $3,884,000 lower of cost or market adjustment (see note 3). As of
May 31, 1997, land and building with a net book value of $4,953,522 related to
the Orange facility, which was up for sale in the prior year and was taken off
the market and leased to third parties (see note 10). This amount is net of
$4,090,133 accumulated depreciation. The amount of future rental income under
noncancelable leases for this property is $2,562,200.
Included in machinery and equipment and automobiles and trucks at May 31, 1997
and 1996 are $554,379 of assets held under capital leases. At May 31, 1997 and
1996, accumulated amortization of assets held under capital leases totaled
$207,276 and $112,996, respectively (see note 10).
Depreciation expense totaled $2,596,357, $2,398,729 and $2,977,573 for the
years ended May 31, 1997, 1996 and 1995, respectively.
6. WORKERS' COMPENSATION
On April 4, 1997, the Company transferred the liability associated with its
self insurance plan for workers compensation claims to Lumbermans Mutual
Casualty Company ("Lumbermans"), a subsidiary of Kemper Insurance Companies, at
a cost of $1,400,000. Under the transfer, Lumbermans assumed responsibility for
all existing and future claims related to the self insurance period up to an
aggregate limit of $3,500,000. As a result of the transfer, Lumbermans replaced
the Company in providing surety protection against the event of default in the
payment of substantiated claims as required by California law. The revocation of
self insurance was accepted by the State of California at that time. Included in
other assets at May 31, 1996 was $680,000 of long-term marketable securities
held collateralizing the surety bond.
7. CREDIT FACILITIES AND SHORT-TERM BORROWINGS
The Company had a $6,000,000 unsecured line of credit, as amended, with a
South Korean corporation, which was utilized to support product purchases.
Assuming full utilization of the line, the Company paid an effective interest
rate of 14.8% per annum on the debt, comprised of (i) an annual fee of 10.36%
payable at the time of the
F-11
<PAGE> 48
first draw thereunder, and (ii) annual interest of 2.22% on the outstanding
debt. Balances under the line were due within 60 days from the date of
incurrence. The line expired on April 26, 1997 and was not renewed. At May 31,
1996, the Company had a $4,656,000 outstanding balance under the facility.
The Company has a secured bank line of credit that was established in November
1996, which permits the Company to borrow amounts up to the lesser of eligible
accounts receivable and inventory, or $20.0 million (the "Secured Line of
Credit"). Interest is payable at the bank's prime rate plus a percentage which
varies depending on the Company's ratio of debt to earnings before interest,
taxes, depreciation, and amortization (the "Debt to EBITDA Ratio"). There were
no outstanding borrowings under the Secured Line of Credit at May 31, 1997.
Under the agreement establishing the Secured Line of Credit, the Company must
maintain certain financial covenants and is prohibited from paying dividends or
making any other distribution without the bank's consent. At May 31, 1997, the
Company was in compliance with all such covenants. The line expires on November
1, 1997.
In March 1996, the Company obtained an additional secured credit facility from
Ssangyong U.S.A. whereby Ssangyong U.S.A. financed the Company's purchases of
snowboard boots (the "Snowboard Boot Facility"). Under the Snowboard Boot
Facility, Ssangyong U.S.A. purchased, transported, warehoused, shipped and
collected payment for the snowboard boots, and was reimbursed for the sum of:
(i) its out-of-pocket costs incurred in connection with the foregoing (the
"Ssangyong Costs"); (ii) interest on the Ssangyong Costs at the prime rate
established by Citibank N.A. from time to time; and (iii) a handling fee equal
to 3.5% of the F.O.B. price of the boots purchased. The Snowboard Boot Facility
was secured by a first priority security interest in the boot inventory and the
accounts receivable resulting from sales thereof, and a second priority security
interest in the Company's general intangibles. At no time could the sum of: (i)
the outstanding balance of the Ssangyong Costs, plus (ii) aggregate outstanding
letters of credit under the Snowboard Boot Facility, minus letters of credit
opened by the Company's foreign distributors, exceed $7.0 million. The Snowboard
Boot Facility expired on March 28, 1997 and was not renewed.
8. DEBT
Long-term debt at May 31, 1997 and 1996 consists of the following:
<TABLE>
<CAPTION>
MAY 31,
--------------------------
1997 1996
-------- --------
<S> <C> <C>
12% note payable to Tavistock, due
April 1999.............................. $467,198 $ --
Capitalized lease obligations with
interest of 9.6% (see note 10).......... 340,147 441,383
-------- --------
$807,345 $441,383
Less: Current portion 326,146 97,641
-------- --------
$481,199 $343,742
======== ========
</TABLE>
The Company had $29,000,000 in 9.6% senior notes which were redeemed
in conjunction with the Offering (see note 1). A makewhole amount of
approximately $1,451,000 was paid to redeem the notes and approximately $241,000
of deferred financing costs related to the senior notes were written-off
resulting in an extraordinary loss on early extinguishment of debt of
approximately $1,015,000, net of a $677,000 income tax benefit.
The Company's foreign owned subsidiary, Vans Latinoamericana,
maintains a two year 12% note payable to Tavistock, an equal partner in the
joint venture. The loan by Tavistock is in accordance with the shareholders'
agreement requiring Tavistock to provide the operating capital as needed in the
form of a loan to Vans Latinoamericana. The borrowings, as defined in the
shareholders' agreement, maintains that the rate of interest is not to exceed
12% and the term of the loan is not to exceed four years. Interest for the first
six months has been waived. The loan is secured by the assets of Vans
Latinoamericana.
F-12
<PAGE> 49
9. INCOME TAXES
Income tax expense (benefit) consists of the following:
<TABLE>
<CAPTION>
YEARS ENDED MAY 31,
----------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Current:
U.S. Federal $ 4,021,966 $ 787,327 $(1,972,677)
State ..... 1,165,505 180,332 1,600
Foreign ... 303,302 -- --
----------- ----------- -----------
5,490,773 967,659 (1,971,077)
----------- ----------- -----------
Deferred:
U.S. Federal 393,413 878,624 (369,000)
State ..... 111,994 252,574 (120,000)
----------- ----------- -----------
505,407 1,131,198 (489,000)
----------- ----------- -----------
$ 5,996,180 $ 2,098,857 $(2,460,077)
=========== =========== ===========
</TABLE>
Total income tax expense (benefit) differed from amounts computed by applying
the U.S. Federal statutory tax rate of 35% to earnings (loss) before income
taxes, as a result of the following:
<TABLE>
<CAPTION>
YEARS ENDED MAY 31,
--------------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Computed "expected" tax expense (benefit) $ 5,857,234 $ 1,783,927 $(13,462,282)
Write-off of goodwill ................... -- -- 6,800,000
------------ ------------ ------------
Compensation under stock option plans ... (94,936) (4,353) (30,049)
Amortization of intangible assets ....... 284,247 264,263 558,052
State franchise taxes, net of Federal
benefit ............................... 821,368 276,333 (78,144)
Benefit from nontaxable FSC income ...... -- (31,960) (88,400)
Increase (decrease) in valuation
allowance ............................. 107,454 (350,000) 3,499,000
Other ................................... 7,227 160,647 341,746
Tax effect of foreign operations ........ (986,414) -- --
------------ ------------ ------------
$ 5,996,180 $ 2,098,857 $ (2,460,077)
============ ============ ============
</TABLE>
The components of net deferred taxes as of May 31, 1997 and 1996 follow:
<TABLE>
<CAPTION>
MAY 31,
1997 1996
----------- -----------
<S> <C> <C>
Deferred tax assets:
Accounts receivable .................... $ 524,343 $ 496,800
Inventories ............................ 600,584 566,261
Accrued workers' compensation .......... -- 348,116
Restructuring costs .................... 1,205,432 2,068,527
Intangibles ............................ 67,537 88,154
Accrued expenses ....................... 541,753 172,204
Compensation under stock option plans .. 162,090 176,310
Tax credits and other carryforwards .... 154,715 142,047
----------- -----------
3,256,454 4,058,419
Valuation allowance .................... (3,256,454) (3,149,000)
----------- -----------
Total deferred tax assets .............. -- 909,419
----------- -----------
Deferred tax liabilities:
Property, plant and equipment .......... 1,285,538 1,774,344
State franchise taxes .................. -- 20,931
Intangibles ............................ 225,556 245,342
Unremitted earnings of foreign sub-
sidiaries 125,511 --
----------- -----------
Total deferred tax liabilities ......... 1,636,605 2,040,617
----------- -----------
Net deferred tax liabilities ........... $ 1,636,605 $ 1,131,198
=========== ===========
</TABLE>
The Internal Revenue Service ("IRS") is conducting an examination of the
Company's Federal income tax return for the year ended May 31, 1995. The Company
believes the ultimate resolution of the examination will not result in a
material impact on the Company's financial position, results of operations or
liquidity.
The balance of the valuation allowance against deferred tax assets was
increased by $107,454 during the year ended May 31, 1997. Based on the Company's
current and historical pre-tax results of operations, net of the effects of
restructuring costs, management believes it is more likely than not that the
Company will realize the benefit of the existing net deferred tax assets as
of May 31, 1997.
F-13
<PAGE> 50
10. COMMITMENTS AND CONTINGENCIES
Litigation. On June 6, 1995, a class action lawsuit was filed in the Federal
District Court for the Central District of California alleging violations of the
Federal securities laws by the Company and certain of its present and former
officers and directors. On February 6, 1996, the Company reached an agreement to
settle the class action lawsuit. The settlement provided for the Company's
insurance carrier to pay $1,000,000, which comprised the entire settlement
amount. The Company paid no portion of the settlement and admitted no liability
in connection therewith. On July 22, 1996, the Court entered an order approving
the settlement and dismissing the case with prejudice.
The Company is involved as both plaintiff and defendant in various other
claims and legal actions arising in the ordinary course of business. In the
opinion of management, the ultimate disposition of these matters will not have a
material adverse effect on the Company's financial position, results of
operations or liquidity.
Capital Leases. The Company has capital leases for certain equipment at its
distribution center. These leases were discounted using interest rates
appropriate at the inception of each lease. Future minimum lease payments for
capitalized lease obligations at May 31, 1997 are as follows:
<TABLE>
<S> <C>
1998 ............................................. $ 138,662
1999 ............................................. 138,662
2000 ............................................. 112,801
---------
Total minimum obligations ........................ 390,125
Less: amounts representing interest ............. (49,978)
---------
Present value of net minimum obligations ......... 340,147
Less current portion ............................. (117,542)
---------
Long-term obligations at May 31, 1997 (see note 8) $ 222,605
=========
</TABLE>
The current portion of capital lease obligations is included in accounts
payable in the accompanying balance sheets at May 31, 1997 and 1996.
Operating Leases. Substantially all of the Company's retail stores, the
distribution facility and the Vista manufacturing facility are leased under
noncancelable operating leases having original terms in excess of one year.
Certain leases are renewable and contain clauses for rent escalation. The future
minimum rental payments under noncancelable operating leases are as follows at
May 31, 1997:
<TABLE>
<S> <C>
1998 ................. $ 4,175,294
1999 ................. 3,886,242
2000 ................. 3,370,653
2001 ................. 2,768,840
2002 ................. 2,183,493
Thereafter ........... 6,243,096
-----------
22,627,618
Less: Sublease income (1,255,500)
-----------
$21,372,118
===========
</TABLE>
Sublease income represents expected future income from the sublease of the
Company's former Industry, California distribution facility to another
distribution company.
The Company's Orange Facility is leased to two unrelated third parties under
separate lease agreements. The first party, CAPCO, leases approximately 71,400
square feet under a gross lease for a period of 5 years commencing November 1,
1996. Base rent of $19,000 is payable monthly. The second party, Orange
Engineering, leases approximately 76,000 square feet under a triple net lease
for a period of five years commencing April 1, 1997. Base rent of $24,000 is
payable monthly.
Future minimum lease payments receivable under noncancelable operating leasing
arrangements as of May 31, 1997 are as follows:
<TABLE>
<S> <C>
1998 $523,000
1999 535,000
2000 558,520
</TABLE>
F-14
<PAGE> 51
<TABLE>
<S> <C>
2001 576,280
2002 369,400
----------
Net minimum future lease receipts $2,562,200
==========
</TABLE>
The Company also leases certain other equipment on a month-to-month basis.
Total rent expense incurred for the years ended May 31, 1997, 1996 and 1995
under all operating leases was approximately $5,830,000, $5,068,000 and
$4,279,000, respectively.
Included in rent expense for each of the years ended May 31, 1997, 1996 and
1995 is $36,000 for the rent of a retail store from The Group, a California
general partnership whose partners are former shareholders of VDRC. The Company
also incurred rent expense of $17,900, $17,900, and $18,700 for the years ended
May 31, 1997, 1996 and 1995, respectively, for the lease of two retail stores
owned by members of the immediate family of one of the founders of the Company.
The Company also leases out space at the Orange Facility to third parties under
noncancelable leases over a five year period, as described above. Another third
party is subleasing the distribution center in the City of Industry under a
three year noncancelable lease.
Deferred Compensation Plan. The Company has established a deferred
compensation plan for the benefit of Walter E. Schoenfeld, the Company's
Chairman and former Chief Executive Officer, and his spouse. Under the plan, the
Company has established a trust which will hold and disperse assets pursuant to
the terms of the plan. The Company will, for a period of five years, deposit
$200,000 per year with the trustee of the trust. The trust funds will be
invested by the trustee in accordance with instructions given by the Company.
Commencing in 2001 the trustee will pay Mr. Schoenfeld $100,000 per year from
the trust funds. Such payments will continue for the remainder of Mr.
Schoenfeld's life and then will be paid to his spouse, if she survives him.
During fiscal 1997, $175,152 was recorded as compensation expense. At May 31,
1997 the balance in deferred compensation was $175,152.
Employment, Management and Consulting Agreements. At May 31, 1997, the Company
had employment agreements with 15 officers that range from 1-3 years in duration
and provide for minimum compensation levels. The minimum salaries payable
subsequent to May 31, 1997 through the duration of these agreements is
$2,394,000.
For the years ended May 31, 1997, 1996 and 1995, the Company incurred
approximately $1,927,000, $1,555,000, and $1,516,000, respectively, in
employment and management expense under the above agreements which is included
in cost of goods sold, selling and distribution, and general and administrative
expenses in the accompanying consolidated statements of operations.
The Company has entered into a management agreement, as amended, with a
company owned by a significant stockholder of the Company. The agreement
provides for a management fee aggregating $350,000 annually. Payments under this
agreement are made monthly. The Company incurred management fee expenses of
$350,000, $175,000 and $350,000 for the years ended May 31, 1997, 1996, and
1995, respectively. One-half of the Company's obligation under this agreement
for the year ended May 31, 1996 was waived.
License Agreements. The Company has commitments to pay minimum guaranteed
royalties under license agreements for certain athletes aggregating
approximately $702,000, $1,173,000, and $62,000 at May 31, 1997, 1996 and 1995,
respectively. These agreements range from 1-3 years in duration and are payable
through July 31, 2000. Approximately $550,000, $276,000 and $214,000 were paid
under license agreements during the years ended May 31, 1997, 1996 and 1995,
respectively.
Advertising Agreements. On June 1, 1995, the Company entered into an agreement
with an advertising agency for advertising planning and support. The agreement
required that the Company pay the agency a minimum of $180,000 annually. The
agreement was terminated in February 1996.
F-15
<PAGE> 52
On December 16, 1996, the Company entered into an agreement with an
advertising agency to serve as the Company's advertising agent. The agreement
requires that the Company pay the advertising agency a monthly retainer of
$12,000 during the 12-month term of the agreement.
Foreign Currency Contracts. Global Accessories Limited enters into foreign
currency contracts from time to time to hedge against currency fluctuations for
purchase of U.S. dollars. At May 31, 1997 the amount in foreign currency
contracts approximated 546,000 pounds (approximately $895,700). The Company
currently owns 51% of Global Accessories Limited.
Letters of Credit. The Company utilizes letters of credit to back certain
purchases of product. These instruments are subject to fees competitively
determined in the marketplace. As of May 31, 1997, the Company had $5,379,825 in
open letters of credit which had not been drawn against.
Third Party Manufacturing. One manufacturer accounted for approximately 21% of
all third-party shoes manufactured for the Company during the year ended May 31,
1997, and no manufacturer accounted for more than 10% of third-party shoes
manufactured during fiscal 1996 and 1995.
11. STOCK OPTIONS
Stock Compensation Plans
At May 31, 1997, the Company has two stock-based compensation plans, which are
described below. The Company applies APB Opinion No. 25 and related
Interpretations in accounting for its plans. Accordingly, no compensation cost
has been recognized for its fixed stock option plans. Had compensation cost for
the Company's two stock-based compensation plans been determined consistent with
SFAS Statement No. 123, the Company's net earnings and earnings per share would
have been reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
MAY 31,
---------------------
1997 1996
------- --------
<S> <C> <C>
Net earnings
As reported ................. $ 10,437 $ 3,148
Pro forma ................... 10,207 3,072
Primary earnings per share
As reported ................. 0.76 0.30
Pro forma ................... 0.74 0.29
Fully diluted earnings per share
As reported ................. 0.76 0.28
Pro forma ................... 0.74 0.28
</TABLE>
The pro forma net earnings and per share amounts reflect only options granted
in 1996 and 1995. Therefore, the full impact of calculating compensation, cost
for stock options under SFAS No. 123 is not reflected in the pro forma amounts
presented above because compensation cost is reflected over the options' vesting
period of four to six years and compensation cost for options granted prior to
January 1, 1995 is not considered.
In November 1991, the Board of Directors of the Company adopted a long-term
incentive plan under which the Company may grant to key employees incentive
stock options, and to directors and consultants nonqualified stock options to
purchase up to 2,000,000 shares of the Company's common stock (plus any and all
of the remaining shares available for grants of options under the 1988 Incentive
Stock Option Plan) until November 2001 (the "1991 Long-Term Incentive Plan").
Stock options granted under the plan are exercisable in varying amounts over the
ten year term of the options, and the vesting periods accelerate for certain
options upon certain events, but all such options become fully vested no later
than five years after the date of grant. The exercise price for each option is
equivalent to no less than fair market value of the Company's common stock on
the date the option was granted.
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in fiscal 1997 and fiscal 1996, respectively:
expected volatility of 53% for both years; risk-free interest rates ranging from
5.82% to 6.62% for fiscal
F-16
<PAGE> 53
1997 and 5.46% to 7.42% for fiscal 1996; assumed dividend yield of zero for both
years; and expected lives of four and six years.
A summary of the status of the Company's 1991 Long-Term Incentive Plan as of
May 31, 1997 and 1996 and changes during the years then ended is presented
below:
<TABLE>
<CAPTION>
1997 1996
------------------ -------------------
Weighted Weighted
Shares Average Share Average
Fixed Options (000) Exercise Price (000) Exercise Price
----- ---------- ----- ---------
<S> <C> <C> <C> <C>
Outstanding at beginning of year 1,212 $ 6.16 1,344 $ 6.26
Granted ........................ 465 12.38 426 7.11
Exercisd ....................... (324) 5.90 (271) 5.78
Forfeited ...................... (168) 5.25 (287) 8.01
----- -----
Outstanding at end of year ..... 1,185 8.88 1,212 6.16
Options exercisable at year-end 424 366
Weighted average fair value of
options granted during the year $ 6.23 $ 3.61
</TABLE>
The following table summarizes information about fixed stock options
outstanding at May 31, 1997:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------- --------------------------------------
Options Weighted Avg. Options
Range of Exercise Outstanding at Remaining Weighted Avg. Exercisable at Weighted Avg.
Prices May 31, 1997 Contractual Life Exercise Price May 31, 1997 Exercise Price
- ------ -------- ----------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C>
$6.00 to $11.25 200,667 5.8 $ 6.84 44,923 $ 8.58
$4.50 to $6.88 . 282,806 7.7 $ 5.11 240,478 $ 5.05
$4.25 to $12.75 251,710 8.4 $ 7.66 123,962 $ 7.27
$11.00 to $19.12 449,500 9.6 $12.83 15,004 $13.25
--------- -------
$4.25 to $19.12 1,184,683 8.25 $ 8.88 424,367 $ 6.36
========= =======
</TABLE>
Under separate non-qualified stock option agreements, the Company has granted
options to purchase 256,140 shares of the Company's stock at an exercise price
ranging from $.17 to $17.75 per share. The excess, if any, of the fair market
value of the Company's stock at the date of grant over the exercise price of the
option was considered unearned compensation which was amortized and charged to
operations over the option's vesting period. As of May 31, 1997 and 1996,
582,536 and 561,046 options, respectively, had been exercised. At May 31, 1997,
22,960 share options were exercisable under these agreements.
During the year ended May 31, 1993, the Board of Directors granted certain
officers of the Company restricted stock awards representing an aggregate of
21,773 shares of common stock. The shares underlying the stock grants are
outstanding at the date of grant. Generally, these shares become fully vested
five years from the grant date and remain restricted and non-transferable until
such date. During fiscal 1995, stock grants representing 4,000 shares were
canceled and 4,000 shares were vested as part of a separation agreement. At May
31, 1997, stock awards representing 13,773 shares remain outstanding.
12. STOCKHOLDER RIGHTS PLAN
On February 22, 1994, the Board of Directors of the Company unanimously
adopted a Stockholder Rights Plan, pursuant to which it declared a dividend
distribution of one preferred stock purchase right (a "Right") for each
outstanding share of the common stock. In December 1996, the Board of Directors
unanimously agreed to extend the Rights Plan to February 22, 2007, and change
the price of each Right to $65.00.
The Rights dividend was payable on March 8, 1994 to the holders of record of
shares of common stock on that date. Each Right entitles the registered holder
to purchase from the Company 1/100th of a share of the Company's Series A Junior
Participating Preferred Stock, par value $.001 per share, 1,500,000 shares
authorized and no shares issued or outstanding at May 31, 1997 (the "Series A
Preferred Stock"), at a price of $65.00 per 1/100th of a share, subject to
adjustment.
F-17
<PAGE> 54
The Rights become exercisable (i) the 10th business day following the date of
a public announcement that a person or a group of affiliated or associated
persons (an "Acquiring Person") has acquired beneficial ownership of 15% or more
of the outstanding shares of common stock, or (ii) the 10th business day
following the commencement of, or announcement of an intention to make a tender
offer or exchange offer the consummation of which would result in the person or
group making the offer becoming an Acquiring Person (the earlier of the dates
described in clauses (i) and (ii) being called the "Distribution Date").
The Rights are not exercisable until the Distribution Date. The Rights will
expire on February 22, 2007 (the "Scheduled Expiration Date"), unless prior
thereto the Distribution Date occurs, or unless the Scheduled Expiration Date is
extended.
Each share of Series A Preferred Stock purchasable upon exercise of the Rights
will be entitled to a minimum preferential quarterly dividend payment of $1.00
per share, but will be entitled to an aggregate dividend of 100 times the
dividend declared per share of common stock. In the event the Company's assets
are liquidated, the holders of the shares of Series A Preferred Stock will be
entitled to an aggregate payment of 100 times the payment made per share of
common stock. Each share of Series A Preferred Stock will have 100 votes, voting
together with the shares of common stock. Finally, in the event of any merger,
consolidation or other transaction in which shares of common stock are
exchanged, each share of Series A Preferred Stock will be entitled to receive
100 times the amount received per share of common stock. The Rights Plan was
ratified and approved by the Company's stockholders at the 1994 annual meeting
of stockholders. The Rights Plan will be re-submitted to the stockholders at the
1997 annual meeting of stockholders for a non-binding vote.
13. EXPORT SALES
Sales to foreign unaffiliated customers, by major country, were as follows:
<TABLE>
<CAPTION>
YEARS ENDED MAY 31,
---------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Japan ........ 11,704,000 6,188,000 5,544,000
Germany ...... $ 5,446,000 $ 6,706,000 $ 1,699,000
France ....... 5,154,000 2,895,000 360,000
United Kingdom 3,957,000 2,725,000 1,143,000
Canada ....... 1,941,000 1,979,000 608,000
Panama ....... 1,397,000 964,000 --
Switzerland... 1,072,000 575,000 165,000
Other ........ 13,623,000 4,313,000 3,064,000
----------- ----------- -----------
$44,294,000 $26,345,000 $12,583,000
=========== =========== ===========
</TABLE>
F-18
<PAGE> 55
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vans, Inc.:
The audits referred to in our report dated July 18, 1997, included
the related financial statement schedule as of May 31, 1997, and for each of the
years in the three-year period ended May 31, 1997, incorporated by reference in
the registration statements on Forms S-3 and S-8 of Vans, Inc. This financial
statement schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits. In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
We consent to incorporation by reference in the registration
statements on Forms S-3 and S-8 of Vans, Inc. of our report dated July 18, 1997,
relating to the consolidated balance sheets of Vans, Inc. and subsidiaries as of
May 31, 1997 and 1996, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended May 31, 1997, and the related schedule, which report appears in the
May 31, 1997 annual report on Form 10-K of Vans, Inc.
KPMG Peat Marwick LLP
Orange County, California
August 29, 1997
F-19
<PAGE> 56
SCHEDULE II
Valuation and Qualifying Accounts and Reserves
<TABLE>
<CAPTION>
Balance at
Beginning of Charge to Cost Balance at
Period and Expenses Other End of Period
<S> <C> <C> <C> <C>
Year end May 31, 1995:
Allowance for
doubtful accounts ..... $ 671,102 $1,359,846 $(1,218,317)(a) $ 812,631
Lower of cost or market
valuation allowance ... $ 324,772 $ 275,228 $ 0 $ 600,000
Year end May 31, 1996:
Allowance for
doubtful accounts ..... $ 812,631 $ 762,295 $ (427,582)(a) $1,147,344
Lower of cost or market
valuation allowance ... $ 600,000 $ 0 $ 0 $ 600,000
Year end May 31, 1997:
Allowance for
doubtful accounts ..... $1,147,344 $ 710,611 $ (458,366)(a)(b) $1,399,589
Lower of cost or market
valuation allowance ... $ 600,000 $ 0 $ 144,686 (b) $ 744,686
</TABLE>
- ---------------------------------
(a) Charge-off of uncollectible accounts receivable.
(b) Represents reserves established in connection with the acquisition
of consolidated subsidiaries.
F-20
