<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended November 28, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to _______
Commission File Number 0-19402
VANS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0272893
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
15700 Shoemaker Avenue
Santa Fe Springs, California 90670-5515
(Address of Principal Executive Offices) (Zip Code)
(562) 565-8267
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name, Former Address and Formal Fiscal Year,
if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date: 13,419,901 shares of Common
Stock, $.001 par value, as of January 11, 1999.
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VANS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
NOVEMBER 28, 1998 (UNAUDITED) AND MAY 31, 1998
<TABLE>
<CAPTION>
NOVEMBER 28, MAY 31,
1998 1998
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 9,397,583 $ 16,779,528
Accounts receivable, net of allowance for doubtful accounts of
$1,426,280 and $1,117,695 at November 28, 1998,and May 31, 1998,
respectively 29,961,740 17,253,102
Inventories 38,987,454 29,841,235
Deferred tax assets 5,469,456 5,469,456
Prepaid expenses 5,851,815 4,884,184
------------- -------------
Total current assets 89,668,048 74,227,505
Property, plant and equipment, net 14,763,897 12,994,043
Property held for lease 4,691,438 4,789,314
Excess of cost over the fair value of net assets acquired, net of
accumulated amortization of $35,061,494 and $34,513,349 at November
28, 1998,and May 31, 1998, respectively 23,510,686 18,500,327
Other assets 2,976,783 2,826,491
------------- -------------
Total Assets $ 135,610,853 $ 113,337,680
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 15,935,869 $ 5,514,664
Accounts payable 6,412,908 6,526,595
Accrued payroll and related expenses 3,232,592 2,672,047
Restructuring costs 1,836,246 5,612,758
Income taxes payable 5,889,253 2,124,680
------------- -------------
Total current liabilities 33,306,868 22,450,744
------------- -------------
Deferred tax liabilities 1,685,258 1,862,452
Capital lease obligation 264,159 135,143
Long term debt, excluding current obligations 4,672,238 1,874,153
------------- -------------
Total Liabilities 39,928,523 26,322,492
------------- -------------
Minority interest 750,001 867,530
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares
authorized (1,500,000 shares designated as Series A
Participating Preferred Stock), none issued and outstanding -- --
Common stock, $.001 par value, 20,000,000 shares authorized,
13,623,224 and 13,849,848 shares issued and outstanding at
November 28, 1998, and May 31, 1998, respectively 13,416 13,290
Cumulative foreign translation adjustment 2,571 (60,159)
Additional paid-in capital 103,287,168 101,836,186
Accumulated deficit (8,370,826) (15,641,659)
------------- -------------
Total Shareholders' Equity 94,932,329 86,147,658
------------- -------------
Total Liabilities and Shareholders' Equity $ 135,610,853 $ 113,337,680
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 3
VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE EARNINGS
THIRTEEN WEEKS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997
(unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
NOVEMBER 28, NOVEMBER 29,
1998 1997
------------ ------------
<S> <C> <C>
Net sales $ 45,558,943 $ 44,202,974
Cost of sales 25,680,119 26,793,308
------------ ------------
Gross profit 19,878,825 17,409,666
Operating expenses:
Selling and distribution 10,335,448 8,136,639
Marketing, advertising and promotion 3,716,568 3,425,243
General and administrative 1,783,396 1,780,285
Provision for doubtful accounts 64,156 148,551
Amortization of intangibles 345,159 228,931
------------ ------------
Total operating expenses 16,244,727 13,719,649
------------ ------------
Earnings from operations 3,634,097 3,690,017
Interest income (45,159) (125,650)
Interest and debt expense 119,672 83,329
Other income (820,342) (1,065,584)
------------ ------------
Earnings before taxes and extraordinary items 4,379,925 4,797,922
Income tax expense 1,576,773 1,622,063
Minority share of income 270,514 292,192
------------ ------------
Net earnings 2,532,638 2,883,667
Other comprehensive expense, net of tax:
Foreign currency translation adjustment (19,665) (113,307)
------------ ------------
Comprehensive net earnings $ 2,512,973 $ 2,770,360
============ ============
Earnings per share information:
Basic:
Weighted average shares 13,313,316 13,280,812
Net earnings per share $ 0.19 $ 0.22
============ ============
Diluted:
Weighted average shares 13,623,224 13,947,952
Net earnings per share $ 0.19 $ 0.21
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE EARNINGS
TWENTY-SIX WEEKS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997
(unaudited)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
NOVEMBER 28, NOVEMBER 29,
1998 1997
------------- -------------
<S> <C> <C>
Net sales $ 111,062,462 $ 98,158,169
Cost of sales 63,078,765 58,980,308
------------- -------------
Gross profit 47,983,698 39,177,861
Operating expenses:
Selling and distribution 20,966,592 17,007,952
Marketing, advertising and promotion 10,911,569 8,760,406
General and administrative 4,660,266 3,489,356
Provision for doubtful accounts 228,001 276,051
Amortization of intangibles 610,310 457,862
------------- -------------
Total operating expenses 37,376,738 29,991,627
------------- -------------
Earnings from operations 10,606,959 9,186,234
Interest income (125,318) (237,431)
Interest and debt expense 277,590 150,854
Other income (1,564,113) (1,840,855)
------------- -------------
Earnings before taxes 12,018,799 11,113,666
Income tax expense 4,326,768 3,844,249
Minority share of income 421,200 435,196
------------- -------------
Net earnings 7,270,831 6,834,221
Other comprehensive income (expense), net of tax:
Foreign currency translation adjustment 40,147 (38,335)
------------- -------------
Comprehensive net earnings $ 7,310,978 $ 6,795,886
============= =============
Earnings per share information:
Basic:
Weighted average shares 13,307,476 13,229,624
Net earnings per share $ 0.55 $ 0.52
============= =============
Diluted:
Weighted average shares 13,634,049 13,880,993
Net earnings per share $ 0.53 $ 0.49
============= =============
</TABLE>
See accompanying notes to consolidated financial statements
4
<PAGE> 5
VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
TWENTY-SIX WEEKS ENDED NOVEMBER 28, 1998 AND NOVEMBER 29, 1997
(unaudited)
<TABLE>
<CAPTION>
NOVEMBER 28, NOVEMBER 29,
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 7,270,831 $ 6,834,221
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 2,467,205 2,016,917
Net gain on sale of equipment (44,017) --
Minority Share of Income 421,200 435,196
Provision for losses on accounts receivable and sales returns 228,001 276,051
Changes in assets and liabilities, net of effects of business acquisition
Accounts receivable (12,608,748) (7,279,648)
Inventories (8,129,422) (7,677,716)
Deferred income taxes (177,194) 115,630
Prepaid expenses (842,436) (39,437)
Other assets (320,562) (1,593,785)
Accounts payable (1,483,766) 229,444
Accrued payroll and related expenses (126,072) 311,975
Accrued interest -- 31,000
Restructuring costs (4,189,765) --
Income taxes payable 3,764,573 (1,292,995)
------------ ------------
Net cash used in operating activities (13,770,172) (7,633,147)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (3,290,415) (2,561,672)
Investments in other companies, net of cash received (214,310) (1,501,991)
Proceeds from sale of property, plant and equipment 808,033 --
------------ ------------
Net cash used in investing activities (2,696,692) (4,063,663)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds on short term borrowings 9,594,610 2,316,212
Payments on capital lease obligations (97,071) (16,753)
Proceeds from long term debt 1,412,813 1,446,945
Consolidated subsidiary dividends paid to minority shareholders (413,548) (309,023)
Proceeds from issuance of common stock 1,219,025 884,648
Payment for repurchase of common stock (2,693,639) --
------------ ------------
Net cash provided by financing activities 9,022,190 4,322,029
Effect of exchange rate changes on cash 62,730 (59,899)
------------ ------------
Net decrease in cash and cash equivalents (7,381,944) (7,434,680)
Cash and cash equivalents, beginning of period 16,779,528 15,350,175
------------ ------------
Cash and cash equivalents, end of period $ 9,397,584 $ 7,915,495
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION - AMOUNTS PAID FOR:
Interest $ 181,038 $ 49,739
Income taxes $ 648,800 $ 5,058,900
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in investment in consolidated subsidiary
Stock issued $ 926,342 $ 597,280
Consolidated subsidiary dividend payable to minority shareholder $ -- --
Business Acquisition
Common stock issued for business acquisition $ 1,999,380 --
Note payable issued for business acquisition $ 1,483,479 --
Fair value of net liabilities assumed, excluding cash received $ 1,144,044 --
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
VANS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The condensed consolidated financial statements included herein are unaudited
and reflect all adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of the interim periods
presented. The results of operations for the current interim periods are not
necessarily indicative of results to be expected for the current year.
Certain amounts in the prior period financial statements have been
reclassified to conform to the current period presentation.
2. Inventories are comprised of the following:
<TABLE>
<CAPTION>
NOVEMBER 28, 1998 MAY 31, 1998
----------------- ------------
<S> <C> <C>
Raw materials $ -- $ 646,957
Work-in-process 192,233 378,300
Finished goods 40,102,797 29,453,524
----------- -----------
40,295,030 25,843,497
Less: Valuation allowance (1,307,576) (637,546)
----------- -----------
$38,987,454 $29,841,235
=========== ===========
</TABLE>
3. Basic earnings per share represents net earnings divided by the
weighted-average number of common shares outstanding for the period. Diluted
earnings per share represents net earnings divided by the weighted-average
number of shares outstanding, inclusive of the dilutive impact of common
stock equivalents. During the twenty-six week periods ended November 28,
1998, and November 29, 1997, the difference between the weighted average
number of shares used in the basic computation compared to that used in the
diluted computation was due to the dilutive impact of options to purchase
common stock.
The reconciliations of basic to diluted weighted average shares are as
follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
NOVEMBER 28, NOVEMBER 29, NOVEMBER 28, NOVEMBER 29,
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net earnings $ 2,532,638 $ 2,883,667 $ 7,270,831 $ 6,834,221
=========== =========== =========== ===========
Weighted average shares
used in basic computation 13,313,316 13,280,812 13,307,476 13,229,624
Dilutive stock options 309,908 667,140 326,573 651,369
----------- ----------- ----------- -----------
Weighted average shares
used for dilutive
computation 13,623,224 13,947,952 13,634,049 13,880,993
=========== =========== =========== ===========
</TABLE>
4. Income taxes for the interim periods were computed using the effective tax
rate estimated to be applicable for the full fiscal year, which is subject to
ongoing review and evaluation by management.
5. During the fourth quarter of Fiscal 1998 ("Q4 Fiscal 1998"), the Company
restructured its U.S. operations and announced the closure of its last U.S.
manufacturing facility, located in Vista, California (the "Vista Facility").
The closure of the Vista Facility was primarily due to a significant
reduction in orders for footwear produced at such Facility. Additionally,
during Q4 Fiscal 1998, the Company commenced the restructuring of its
European operations by terminating certain distributor relationships and
replacing them with sales agents and a European-based operational structure
designed to directly support such agents.
The Company incurred a one-time restructuring charge of $8.2 million (the
"Restructuring Costs") and a write-down of domestic inventory of $9.4
million (the "Inventory Write-Down") in connection with these matters in Q4
Fiscal 1998.
The estimated provision included approximately $2,949,000 for terminated
international distributor agreements and other related European
restructuring costs such as legal, consulting and travel costs which were
incurred in Q4 Fiscal 1998. Under the termination agreements, the
international distributors received an aggregate of 150,000 shares of the
Company's Common Stock, determined by negotiations between the parties, and
some cash proceeds. The Company also agreed to re-acquire certain inventory
of the distributors. The value of the inventory re-acquired from the
distributors was approximately $1.0 million, valued at the distributors'
cost basis, written down to the lower of cost or market.
The estimated provision also included $2,184,000 for estimated loss on sale
of plant equipment (see Note 5), $1,433,000 in terminated raw material
contracts, $893,000 for involuntary termination benefits for approximately
300 employees, and $753,000 for costs to close the Vista Facility and
prepare the site for a new tenant. The Vista Facility was closed on
August 6, 1998.
The following table outlines the beginning balance of, and expenditures and
adjustments to, the restructuring accrual during the second quarter of
Fiscal 1999 ("Q2 Fiscal 1999"):
<TABLE>
<CAPTION>
August 29, 1998 November 28, 1998
---------------------------------------------------------------
Balance Cash Non-Cash Balance
---------------------------------------------------------------
<S> <C> <C> <C> <C>
EUROPEAN RESTRUCTURING:
Termination of international distributors $2,050,000 (1,021,000) $1,029,000
U.S. RESTRUCTURING:
Plant closure costs 2,385,000 (1,578,000) 807,000
---------- ----------
Total restructuring cost $4,435,000 $1,836,000
========== ==========
</TABLE>
During Q2 Fiscal 1999, the Company incurred non-cash costs of $1,021,000
related to the termination of two of the Company's international
distributors in Europe and incurred cash expenditures of $1,578,000 related
to the closure of the Vista Facility. The majority of the remaining costs
for both the U.S. and European restructurings will be incurred during the
next three months of Fiscal 1999 with the exception of the final cash
payments for one of the terminated international distributors which are
payable in December 1999. The cash expenditures will be funded out of
operations.
6
<PAGE> 7
(footnotes to prior page)
6. On July 21, 1998, the Company acquired all of the outstanding capital stock
of Switch Manufacturing, a California corporation ("Switch"), through a
merger (the "Merger") with and into a wholly-owned subsidiary of the Company.
The Merger was accounted for under the purchase method of accounting and,
accordingly, the purchase price was allocated to the net assets acquired
based on their values. Switch is the manufacturer of the Autolock(TM) step-in
boot binding system, one of the leading snowboard boot bindings systems in
the world. The Merger consideration paid by the Company consisted of: (i)
133,292 shares of the Company's Common Stock; (ii) $2,000,000 principal
amount of unsecured, non-interest bearing promissory notes due and payable on
July 20, 2001; and (iii) contingent consideration up to $12,000,000 based on
the performance of Switch during the Fiscal year ending May 31, 2001, and due
to be settled on July 20, 2001. The results of Switch are consolidated in the
Company's financial statements.
7. During Q2 Fiscal 1999, the Company acquired an additional 10% of the common
shares of Global Accessories Limited, an international distributor based in
the United Kingdom ("Global") to bring the Company's total investment in
Global to 70%. The purchase price of $926,000 consisted of the issuance of
106,649 shares of the Company's common stock. The excess of the cost over the
fair value of the net assets acquired is reflected as excess of cost over the
fair value of net assets acquired in the November 28, 1998, condensed
consolidated balance sheet.
ITEM 2. 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" on pages 8 to 13
of the Company's Annual Report on Form 10-K for the year ended May 31, 1998,
which is filed with the Securities and Exchange Commission.
OVERVIEW
The Company is a leading designer, distributor and retailer of high quality
stylish-casual and active-casual footwear and apparel, as well as performance
footwear for enthusiast sports such as skateboarding, snowboarding, surfing,
wakeboarding, BMX racing, and mountain bike racing, under the brand name
"VANS"*. 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. VDRC was merged with and
into the Company in August 1991 at the time of the Company's initial public
offering.
On July 21, 1998, the Company acquired all of the outstanding capital stock
of Switch Manufacturing, a California corporation ("Switch"), through a merger
(the "Merger") with and into a wholly-owned subsidiary of the Company. The
Merger was accounted for under the purchase method of accounting and,
accordingly, the purchase price was allocated to the net assets acquired based
on their values. Switch is the manufacturer of the Autolock(TM) step-in boot
binding system, one of the leading snowboard boot bindings systems in the world.
The Merger consideration paid by the Company consisted of: (i) 133,292 shares of
the Company's Common Stock; (ii) $2,000,000 principal amount of unsecured,
non-interest bearing promissory notes due and payable on July 20, 2001; and
(iii) contingent consideration up to $12,000,000 based on the performance of
Switch during the Fiscal year ending May 31, 2001, and due to be settled on July
20, 2001. The results of Switch are consolidated in the Company's financial
statements.
RECENT RESTRUCTURINGS
During the fourth quarter of Fiscal 1998 ("Q4 Fiscal 1998"), the Company
restructured its U.S. operations and announced the closure of its last U.S.
manufacturing facility, located in Vista, California (the "Vista Facility").
The closure of the Vista Facility was primarily due to a significant reduction
in orders for footwear produced at such Facility. Additionally, during Q4
Fiscal 1998, the Company commenced the restructuring of its European operations
by terminating certain distributor relationships and replacing them with sales
agents and a European-based operational structure designed to directly support
such agents.
The closure of the Vista Facility will result in the following benefits to
the Company: (i) decreased cost of goods for product produced at the Vista
Facility versus foreign-sourced product; (ii) the elimination of variances in
the manufacturing cost-per-unit which resulted from increases and decreases in
production levels at the Vista Facility; and (iii) increased management focus on
marketing and distribution rather than Facility management and cost accounting.
The replacement of distributors with sales agents will enable the Company to
recognize the sales and income previously recognized by the distributors, and
the establishment of a Company-owned European operational structure should
enable the Company to more efficiently coordinate its sales and marketing
efforts and control its distribution.
The Company incurred a one-time restructuring charge of $8.2 million (the
"Restructuring Costs") and a write-down of domestic inventory of $9.4 million
(the "Inventory Write-Down") in connection with these matters in Q4 Fiscal
1998. The majority of the costs for these restructurings will be incurred in
the first six months of Fiscal 1999, with the exception of final cash payments
for one of the terminated distributors which are payable in December 1999. Such
cash expenditures will be funded out of operations. See Note 5 to Notes to
Condensed Consolidated Financial Statements. The Vista Facility was closed on
August 6, 1998.
- ------------
* VANS is a registered trademark of Vans, Inc.
7
<PAGE> 8
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. During Q2
Fiscal 1998 and Q2 Fiscal 1999, the Company acquired another 9% and 10%,
respectively, of the Global common shares in exchange for Common Stock of the
Company. The remaining 30% of the Global common shares are expected to be
acquired by the Company over the next three years. The results of Global are
consolidated in the Company's financial statements.
The Company has also established the following foreign subsidiaries: Vans
Latinoamericana (Mexico), S.A. de C.V. ("Vans Latinoamericana"), Vans Argentina
S.A. ("Vans Argentina"), Vans Brazil S.A., ("Vans Brazil"), Vans Uruguay, S.A.
("Vans Uruguay"), and Vans Footwear Ltd. ("VFL"). The results of these
subsidiaries are also consolidated in the Company's financial statements. All
significant intercompany balances and transactions have been eliminated in
consolidation.
RESULTS OF OPERATIONS
THIRTEEN-WEEK PERIOD ENDED NOVEMBER 28, 1998 ("Q2 FISCAL 1999") VERSUS THE
THIRTEEN-WEEK PERIOD ENDED NOVEMBER 29, 1997 ("Q2 FISCAL 1998")
NET SALES
Net sales for Q2 Fiscal 1999 increased 3.1% to $45,559,000, compared to
$44,203,000 for the same period in Fiscal 1998. The sales increase was primarily
driven by increases in sales to the Company's domestic wholesale accounts and
through the Company's own retail stores, as discussed below.
Total U.S. sales, including sales through the Company's U.S. retail stores,
increased 15.2% to $33,960,000 for Q2 Fiscal 1999, versus $29,470,000 for the
same period a year ago. Total international sales decreased 21.3% to $11,599,000
for Q2 Fiscal 1999, versus $14,733,000 for Q2 Fiscal 1998.
The increase in total U.S. sales resulted from (i) a 10.2% increase in
domestic wholesale sales as the Company increased penetration of existing
accounts, (ii) a 24.9% increase in sales through the Company's U.S. retail
stores, and (iii) an increase in sales of snow-related products, including the
addition of sales of Switch(TM) step-in binding systems. The increase in U.S.
retail store sales was driven by sales from four new stores versus a year ago,
and a 9.4% increase in comparable store sales (sales at stores open one year or
more). Domestic wholesale sales for the balance of Fiscal 1999 likely will be
adversely impacted by the continuing slowdown in sales of athletic footwear by
large retailers, which are likely to lead to the cancellation of orders and the
inability to obtain orders by or from such retailers.
The decrease in international sales through the Company's wholly-owned Hong
Kong subsidiary, Vans Far East Limited ("VFEL"), was primarily due to a 79.3%
decrease in sales to Japan, versus a year ago. The Company anticipates that
international sales for the balance of Fiscal 1999 will continue to be adversely
affected by the economic situation in Japan and the rest of the Far East, and
may also be impacted by the growing economic instability in Mexico and South
America.
GROSS PROFIT
Gross profit increased 14.2% to $19,879,000 in Q2 Fiscal 1999 from
$17,410,000 in the same period of Fiscal 1998. As a percentage of net sales,
gross profit increased to 43.6% for Q2 Fiscal 1999 from 39.4% for the same
period of Fiscal 1998. The increase in gross profit as a percentage of net sales
was primarily due to: (i) a shift in sales mix to higher-margin retail and
domestic wholesale business; and (ii) the benefits of better sourcing prices
from factories in Asia.
EARNINGS FROM OPERATIONS
Earnings from operations decreased slightly to $3,634,000 in Q2 Fiscal 1999
from $3,690,000 in the same period of Fiscal 1998. Operating expenses in Q2
Fiscal 1999 increased 18.4% to $16,245,000 from $13,720,000 in Q2 Fiscal 1998,
primarily due to a $2,199,000 increase in selling and distribution expense, as
discussed below. As a percentage of net sales, operating expenses increased to
35.7% from 31.0%, on a period-to-period basis.
8
<PAGE> 9
Selling and distribution. Selling and distribution expenses increased 27.0%
to $10,335,000 in Q2 Fiscal 1999 from $8,137,000 in Q2 Fiscal 1998, primarily
due to: (i) an increase in the number of Company-owned retail stores, the
opening of a 46,000 square foot skate park in Orange, California (the "Skate
Park") and activities to support the Company's sales growth; (ii) the inclusion
of Vans Uruguay, Vans Brazil, VFL and Switch in the Company's results of
operations, which entities were not included in the Company's results of
operations for Q2 Fiscal 1998 because Vans Uruguay, Vans Brazil and VFL had not
yet been formed, and Switch had not yet been acquired by the Company; and (iii)
the start-up costs related to the Company's conversion of its European
operations from a distributor system to a direct sales and distribution system
utilizing sales agents (the "European Conversion").
Marketing, advertising and promotion. Marketing, advertising and promotion
expenses increased 8.5% to $3,717,000 in Q2 Fiscal 1999 from $3,425,000 in Q2
Fiscal 1998, primarily due to: (i) increased co-op advertising to support U.S.
wholesale sales; (ii) increased direct advertising and promotional expense in
Europe resulting from the European Conversion; and (iii) increased royalty
expense related to footwear, snowboard boots and clothing which bear the
licensed names and logos of certain of the Company's athletes.
General and administrative. General and administrative expenses were flat at
$1,783,000 in Q2 Fiscal 1999, versus $1,780,000 in Q2 Fiscal 1998, and decreased
slightly as a percentage of net sales, on a period-to-period basis, from 4.0% to
3.9%.
Provision for doubtful accounts. The amount that was provided for bad debt
expense in Q2 Fiscal 1999 was $64,000 versus $149,000 in Q2 Fiscal 1998, due to
improvements in the management of past due accounts.
INTEREST INCOME
Interest income is primarily derived from the investment of a portion of the
net proceeds from the Company's May 1996 public offering of common stock (the
"Offering") and the investment of surplus operating cash. Interest income
declined $80,000 during Q2 Fiscal 1999 because the Company utilized
interest-bearing investments to fund sales growth. As a result, the Company's
investment accounts decreased to zero at November 28, 1998.
INTEREST AND DEBT EXPENSE
Interest expense increased to $120,000 in Q2 Fiscal 1999 from $83,000 in Q2
Fiscal 1998 due to increased borrowings to support increased sales and to
finance purchases of stock pursuant to the Company's stock repurchase program.
See "--Liquidity and Capital Resources--Borrowings."
OTHER INCOME
Other income decreased to $820,000 in Q2 Fiscal 1999 from $1,066,000 in the
same period of Fiscal 1998 primarily due to a decrease in royalty income
received from the Company's distributor for Japan.
INCOME TAX EXPENSE
Income tax expense decreased slightly to $1,577,000 in Q2 Fiscal 1999 from
$1,622,000 in Q2 Fiscal 1998 as a result of the lower earnings discussed under
the caption "--Earnings from operations" above. The effective tax rate increased
from 33.8% in Q2 Fiscal 1998 to 36.0% in Q2 Fiscal 1999 due to the
reclassification of minority interest to a net-of-tax basis in the current year
as opposed to a before-tax basis that was used in the prior fiscal year.
MINORITY SHARE OF INCOME
Minority interest decreased to $271,000 in Q2 Fiscal 1999 versus $292,000 in
Q2 Fiscal 1998 primarily due to the decreased profitability of the Company's
Latin America subsidiaries and the change in treatment of taxes related to the
minority interest discussed in the preceding paragraph. This decrease was
partially offset by the increase in minority interest related to Global as a
result of Global's increased profitability, offset by the decrease in the
minority ownership of Global. See "--Overview."
9
<PAGE> 10
TWENTY-SIX WEEK PERIOD ENDED NOVEMBER 28, 1998 ("FISCAL 1999 SIX MONTHS") VERSUS
THE TWENTY-SIX WEEK PERIOD ENDED NOVEMBER 29, 1997 ("FISCAL 1998 SIX MONTHS")
NET SALES
Net Sales for the Fiscal 1999 Six Months increased 13.1% to $111,062,000,
compared to $98,158,000 for the same period in Fiscal 1998. The sales increase
was primarily driven by increased sales through the Company's retail and
domestic wholesale sales channels, as discussed below.
Total U.S. sales, including sales through the Company's U.S. retail stores,
increased 28.0% to $84,445,000 for the Fiscal 1999 Six Months from $65,969,000
for the same period a year ago. Total international sales decreased 17.3% to
$26,617,000 for the Fiscal 1999 Six Months, as compared to $32,189,000 for the
same period a year ago.
The increase in total U.S. sales resulted from (i) a 28.5% increase in
domestic wholesale sales as the Company increased penetration of existing
accounts, (ii) a 27.1% increase in sales through the Company's U.S. retail
stores, and (iii) an increase in sales of snow-related products including the
addition of sales of Switch(TM) step-in binding systems. The increase in U.S.
retail store sales was driven by sales from a net eight new stores versus a year
ago, and a 9.7% increase in comparable store sales. The decrease in
international sales through VFEL was primarily due to a 71.6% decrease in sales
to Japan.
GROSS PROFIT
Gross profit increased 22.5% to $47,984,000 in the Fiscal 1999 Six Months
from $39,178,000 in the same period of Fiscal 1998. As a percentage of net
sales, gross profit increased to 43.2% for the Fiscal 1999 Six Months from 39.9%
for the same period of Fiscal 1998. The increase in gross profit was primarily
due to: (i) increased sales through the Company's retail stores; (ii) a shift in
sales mix to higher-margin retail and domestic wholesale business; and (iii) the
benefits of better sourcing prices from factories in Asia.
EARNINGS FROM OPERATIONS
Earnings from operations increased 15.5% to $10,607,000 in the Fiscal 1998
Six Months from $9,186,000 in the same period of Fiscal 1998. Operating expenses
in the Fiscal 1999 Six Months increased to $37,377,000 from $29,992,000 in the
same period a year ago, primarily due to a $3,959,000 increase in selling and
distribution expense and a $2,151,000 increase in marketing, advertising and
promotion expenses, each as discussed below. As a percentage of sales, operating
expenses increased from 30.6% to 33.7%, on a period-to-period basis.
Selling and distribution. Selling and distribution expenses increased 23.3%
to $20,967,000 in the Fiscal 1999 Six Months from $17,008,000 in the same period
a year ago, primarily due to: (i) increased personnel costs, rent expense and
other operating costs associated with the expansion of the Company's retail
division by the net addition of eight new stores; (ii) the inclusion of
operating costs related to certain of the Company's subsidiaries, including
Switch, which were not included for the entire period in the Fiscal 1998 Six
Months consolidated financial statements; and (iii) costs required to support
the Company's U.S. sales growth.
Marketing, advertising and promotion. Marketing, advertising and promotion
expenses increased 24.6% to $10,912,000 in the Fiscal 1999 Six Months from
$8,760,000 in the same period a year ago, primarily due to: (i) higher print and
television advertising expenditures related to the back-to-school selling
season; (ii) increased co-op advertising to support U.S. wholesale sales; (iii)
increased costs associated with the Vans Warped Tour '98; (iv) increased royalty
expense related to footwear, snowboard boots and clothing which bear the
licensed names and logos of certain of the Company's athletes; and (v) increased
direct advertising and promotional expense in Europe resulting from the European
Conversion.
General and administrative. General and administrative expenses increased
33.6% to $4,660,000 in the Fiscal 1999 Six Months from $3,489,000 in the same
period a year ago, primarily due to: (i) increased labor, recruiting and other
employee-related expenses to support the Company's sales growth; (ii) increased
legal expenses related to the Company's ongoing worldwide efforts to protect and
preserve its intellectual property rights; and (iii) increased depreciation
expense associated with new equipment and tenant improvements at the Company's
Santa Fe Springs, California facility (the "Santa Fe Springs Facility").
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<PAGE> 11
Provision for doubtful accounts. The amount that was provided for bad debt
expense in the Fiscal 1999 Six Months decreased to $228,000 from $276,000 in the
same period a year ago due to improvements in the management of past due
accounts.
INTEREST INCOME
Interest income was derived primarily from the investment of a portion of the
net proceeds of the Offering and the investment of surplus cash. Interest income
decreased approximately $112,000 during the Fiscal 1999 six months for the same
reasons discussed under the caption "Interest Income" for Q2 Fiscal 1999.
INTEREST AND DEBT EXPENSE
Interest expense increased to $278,000 for the Fiscal 1999 Six Months from
$151,000 in the same period a year ago for the same reasons discussed under the
caption "--Interest and debt expense" for Q2 Fiscal 1999.
OTHER INCOME
Other income decreased 15.0% to $1,564,000 for the Fiscal 1999 Six Months
from $1,841,000 for the same period a year ago, primarily due to a decrease in
royalty income from the Company's distributor for Japan.
INCOME TAX EXPENSE
Income tax expense increased to $4,327,000 in the Fiscal 1999 Six Months from
$3,844,000 in the same period in Fiscal 1998 as a result of the higher earnings
discussed above. The effective tax rate increased from 34.6% in the Fiscal 1998
Six Months to 36.0% in the Fiscal 1999 Six Months for the same reasons discussed
under the caption "--Income tax expense" for Q2 Fiscal 1999.
MINORITY SHARE OF INCOME
Minority interest decreased to $421,000 for the Fiscal 1999 Six Months from
$435,000 for the same period a year ago for the same reasons discussed under the
caption "--Minority interest" for Q2 Fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The Company finances its operations with a combination of cash flows from
operations and borrowings under a bank revolving line of credit. See
"--Borrowings" below.
The Company experienced an outflow of cash from operating activities of
$13,770,000 during the Fiscal 1999 Six Months, compared to an outflow of
$7,633,000 for the Fiscal 1998 Six Months. Cash used by operations for the
Fiscal 1999 Six Months resulted primarily from (i) an increase in net accounts
receivable to $29,962,000 at November 28, 1998, from $17,253,000 at May 31,
1998, as described below; (ii) an increase in net inventory to $38,987,000 at
November 28, 1998, from $29,841,000 at May 31, 1998, as described below; and
(iii) the decrease in the restructuring cost accrual. Cash outflows from
operations in the Fiscal 1999 Six Months were partially offset by the Company's
earnings and an increase in taxes payable. Cash used in operating activities in
the Fiscal 1998 Six Months was primarily the result of increases in inventories
and accounts receivable, partially offset by earnings.
The Company had a net cash outflow from investing activities of $2,697,000 in
the Fiscal 1999 Six Months, compared to a net cash outflow of $4,064,000 in the
Fiscal 1998 Six Months. The Fiscal 1999 Six Months outflows were primarily due
to capital expenditures related to new retail store openings, and were partially
offset by $808,000 of proceeds from the sale of assets associated with the
closing of the Vista Facility. Cash used in investing activities for the same
period a year ago was primarily related to new retail store openings, tenant
improvements at the Santa Fe Springs Facility and investments in other
companies.
The Company incurred a net cash inflow from financing activities of
$9,022,000 for the Fiscal 1999 Six Months, compared to a net cash inflow of
$4,322,000 for the Fiscal 1998 Six Months, primarily due to short-term
borrowings under the bank revolving line of credit, proceeds from long-term debt
incurred by the Company's Latin America subsidiaries and proceeds from the
issuance of common stock. See "--Borrowings" below. The cash inflow from
financing activity was partially offset by the repurchase of $2,694,000 of
Common Stock pursuant to the Company's stock repurchase program. Cash provided
by financing activities in the
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<PAGE> 12
Fiscal 1998 Six Months was also related to proceeds from short-term borrowings
under the bank revolving line of credit, and proceeds from long-term debt
incurred by Vans Latinoamericana.
Accounts receivable, net of allowance for doubtful accounts, increased from
$17,253,000 at May 31, 1998, to $38,987,000 at November 28, 1998, primarily due
to the increase in net sales the Company experienced in Q2 Fiscal 1999 and the
timing of such sales. Inventories increased to $38,987,000 at November 28, 1998,
from $29,841,000 at May 31, 1998, primarily due to: (i) an increased number of
finished goods held for sale at the Company's retail stores to support increased
sales; (ii) increased apparel inventory to support the Company's apparel
division; and (iii) the consolidation of Vans Brazil and Vans Uruguay in the
Company's financial statements.
Borrowings
The Company has a revolving line of credit (the "Revolving Line of Credit")
with Bank of the West (the "Bank"). The Revolving Line of Credit permits the
Company to borrow up to $25,000,000. Effective as of May 31, 1998, in order to
assist the Company with seasonal needs for cash, the Revolving Line of Credit
was increased to $38,500,000. Such increase expired on December 31, 1998. The
Revolving Line of Credit is unsecured; however, if certain events of default
occur by the Company under the loan agreement establishing the Revolving Line of
Credit (the "Loan Agreement"), the Bank may obtain a security interest in the
Company's accounts receivable and inventory. The Company pays interest on the
debt incurred under the Revolving Line of Credit at the prime rate established
by the Bank from time to time (7.75% as of November 28, 1998), 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").
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 Loan Agreement,
the Company must maintain certain financial covenants and is prohibited from
paying dividends or making any other distribution without the Bank's consent. As
of November 28, 1998, the Company was in compliance or had obtained waivers of
non-compliance with respect to all of its financial covenants. All amounts under
the Revolving Line of Credit are due and owing on November 1, 1999. At November
28, 1998, the Company had drawn down $12,950,000 under the Revolving Line of
Credit, and had $4,159,000 in open letters of credit.
The Company also maintains a $5,000,000 facility with the Bank to fund the
Company's stock repurchase program which was adopted on February 3, 1998 (the
"Stock Repurchase Line"). At November 28, 1998, the Company had not drawn down
any amounts under the Stock Repurchase Line, but had repurchased 388,500 shares
of stock pursuant to the stock repurchase program utilizing funds drawn down
under the Revolving Line of Credit.
Vans Latinoamericana and Vans Argentina maintain a two-year 12% note payable
to Tavistock Holdings A.G., a 49.99% owner of such companies ("Tavistock"). The
loan by Tavistock was made pursuant to a shareholders' agreement requiring
Tavistock to provide operating capital, on an as-needed basis, in the form of
loans to Vans Latinoamericana and Vans Argentina. The loan is secured by the
assets of Vans Latinoamericana and Vans Argentina. At November 28, 1998,
$3,079,000 was the aggregate outstanding balance under this facility.
Current Cash Position
The Company's cash position was $9,398,000 as of November 28, 1998, compared
to $16,780,000 at May 31, 1998. The Company believes that cash from operations,
together with borrowings under the Revolving Line of Credit, should be
sufficient to meet its working capital needs for the next 12 months.*
- ----------
*Note: This is a forward-looking statement. The Company's actual cash position
could differ materially. Important factors that could cause or contribute to
such differences include: (i) the Company's rate of growth; (ii) the Company's
product mix between footwear and snowboard boots; (iii) the Company's ability to
effectively manage its inventory levels; (iv) timing differences in payment for
the Company's foreign-sourced product; (v) the increased utilization of letters
of credit for purchases of foreign-sourced product; (vi) timing differences in
payment for product which is sourced from countries which have longer shipping
lead times, such as China; and (vii) the undertaking of capital-intensive
projects, such as the opening of additional skate parks and a larger number of
retail stores.
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Capital Resources
As of November 28, 1998, the Company's material commitments for capital
expenditures were primarily related to the opening of new retail stores. In the
remainder of Fiscal 1999, the Company plans to open approximately three new
factory outlet retail stores and up to three Vans Triple Crown full-price
stores. The Company estimates the aggregate cost of all of these new stores to
be approximately $1,000,000.
The Company continues to explore other projects which may involve significant
capital expenditures, including the possible opening of up to five skate parks
in the next 24 months, but cannot currently estimate the aggregate cost of these
projects.
The Company intends to utilize cash generated from operations and funds drawn
down under the Revolving Line of Credit to fulfill its capital expenditure
requirements for the balance of Fiscal 1999.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("FAS") No. 131, "Disclosure about Segments of an
Enterprise and Related Information." FAS No. 131 supersedes previous reporting
requirements for reporting on segments of a business enterprise. FAS No. 131 is
effective for fiscal years beginning after December 15, 1997. As FAS No. 131 is
not required for interim reporting in the year of adoption, the Company plans to
adopt this standard in the preparation of its annual financial statements to be
included in its Fiscal 1999 Form 10-K. As FAS No. 131 only requires additional
disclosures, the Company expects there will be no impact on its financial
position or results of operations from the implementation.
In June 1998, the FASB issued FAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." FAS No. 133 modifies the accounting for
derivative and hedging activities and is effective for fiscal years beginning
after December 15, 1999. Since the Company does not presently invest in
derivatives or engage in hedging activities, FAS No. 133 will not impact the
Company's financial position or results of operations.
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position 98-1 ("SOP 98-1"), "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." The Company will adopt SOP
98-1 effective June 1, 1999. The adoption of SOP 98-1 will require the Company
to modify its method of accounting for software. Based on information currently
available, the Company does not expect the adoption of SOP 98-1 to have a
significant impact on its financial position or results of operations.
Seasonality
Historically, 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" selling months. In addition, because
snowboarding is a winter sport, sales of the Company's snowboard boots, and
Switch's Autolock(TM) step-in boot binding system, have historically been
strongest in the first and second Fiscal quarters. As the Company increases its
international sales and experiences changes in product mix, it believes that
future quarterly results may 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.
Year 2000 Compliance
General. The Company is dependent upon complex information technology ("IT")
systems for many phases of its operations, including production, sales,
distribution and delivery. Many existing IT programs use only two digits to
identify a year in the date field. These programs were designed and developed
without considering the impact of the upcoming change in the century. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000 (i.e., read the year 2000 as "1900") (the "Year 2000
Issue"). The Company has commenced a program intended to timely identify,
mitigate and/or prevent the adverse effects of the Year 2000 Issue through an
analysis of its own IT systems and non-IT systems, and pursue Year 2000
compliance by its vendors, creditors and financial service organizations.
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State of Readiness. The Company has completed the analysis of its internal IT
systems and has received certifications of Year 2000 compliance from its IT
systems vendors. The Company is in the process of testing such systems to ensure
compliance. The Company is still analyzing its non-IT systems for Year 2000
compliance and expects to complete substantially all of such analyses by June
1999.* With respect to third party vendors, creditors and financial services
organizations, the Company has identified over 160 such third parties who the
Company believes are material to its business. The Company has inquired as to
the Year 2000 readiness of each of such parties and has sought certifications of
Year 2000 compliance from them. To date, the Company has received responses from
approximately 80% of such third parties which indicate either Year 2000
compliance or that they have instituted programs to assure such compliance. The
Company is pursuing answers from all third parties who have, to date, failed to
respond to the Company's inquiries. The Company expects to receive substantially
all of such answers by June 1999, and is updating its list of such third parties
to reflect any required additions thereto.*
Costs; Contingency Plans. Since the Company has not completed the data
gathering phase of its Year 2000 compliance program, it cannot yet quantify the
aggregate costs, if any, that may be required to fix the Year 2000 Issue or any
losses to the Company which might result therefrom. However, to date, the
Company has not incurred any material expenses on fixing the Year 2000 Issue or
experienced any losses therefrom. In the event the Company discovers that either
internal IT or non-IT systems or the systems of key third party vendors,
creditors or financial service organizations will not be Year 2000 compliant,
the Company will either obtain alternative IT systems that are Year 2000
compliant or systems that do not rely on computers, and, in the case of third
parties, switch to other vendors which have Year 2000 compliant systems. The
Company intends to develop a more specific contingency plan upon completion of
the data-gathering phase of its compliance program.
Risks. The Company presently does not anticipate that a material business
disruption will occur as a result of the Year 2000 Issue. However, to the extent
the Company is unable to resolve the Year 2000 Issue, the Company's business,
financial position and results of operations could be materially adversely
affected.
The Company believes that the greatest potential risk is the failure of its
external business partners or federal, state or local governments to achieve
Year 2000 compliance in a timely manner. Among other things, the company's
footwear manufacturers could be unable to manufacture or deliver materials and
products in a timely manner, and customers may lose the capability to order
products via electronic data interchange (EDI).
The Company's Year 2000 compliance efforts are subject to additional risks,
including, among others: unexpected problems identified in testing results;
delays in system conversion or implementation; the Company's failure to identify
fully all Year 2000 dependencies in its machinery, equipment, systems and in the
systems of its external business partners; and the failure of parts of the
global infrastructure, including national banking systems, power, transportation
facilities, communications and governmental activities, to be fully functional
after 1999.
As the Company's testing and implementation of its business systems and
assessment of its technical systems and departmental applications are underway,
and as responses from many of its external business partners are pending, the
Company cannot fully and accurately quantify the impact of its most reasonably
likely worst case Year 2000 scenario at the present time.
Euro Conversion
On January 1, 1999, 11 of the 15 member countries of the European Union
established a fixed conversion rate between their existing sovereign currencies
and the euro, and adopted the euro as their common legal currency on that date
(the "Euro Conversion"). Existing currencies are scheduled to remain legal
tender in the participating countries until January 1, 2002. During the
transition period, parties may pay for goods and services using either the euro
or the existing currency, but retailers are not required to accept the euro as
payment.
- ----------
* These are forward-looking statements regarding the completion date of the data
gathering phase of the Company's Year 2000 compliance program. The actual date
of completion may be different depending on a number of important factors,
including but not limited to (i) the complexity of the analyses needed to
determine Year 2000 compliance for non-IT systems embedded in items such as
machinery and equipment, and (ii) the level of cooperation the Company receives
from third parties with respect to its compliance inquiries.
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Since the Company primarily does business in U.S. dollars, it is currently
not anticipated that the Euro Conversion will have a material adverse impact on
its business or financial condition.* The Company is aware that the information
systems for its three European stores are not currently able to recognize the
Euro Conversion, however, since two of the Company's European stores are located
in the United Kingdom, which is not currently participating in the Euro
Conversion, and the Barcelona, Spain store may continue to accept the Spanish
peseta until 2002, the Company does not expect its European store operations to
be adversely impacted by the Euro Conversion in the near future. The Company has
confirmed that the information systems utilized by its European sales agents
will recognize the Euro Conversion, but the Company is still analyzing whether
the information systems of its European distributors will do the same.
- ----------
* This is a forward-looking statement regarding the currencies in which the
Company does business. The Company's actual results regarding the Euro
Conversion could differ materially if the Company begins to accept currencies
other than the U.S. dollar.
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PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On September 16, 1998, the Company issued an aggregate of 155,000 shares of
Common Stock to two entities and two individuals in connection with the
termination of two international distributor agreements. Such shares were issued
without registration under the Securities Act of 1933, as amended, pursuant to
the exemption therefrom provided by Regulation S thereunder. Each recipient of
such shares represented to the Company that they were not "U.S. Persons," as
defined under Regulation S. Additionally, "offering restrictions" were imposed
on the shares issued, as defined under Regulation S, the offering was made
outside the United States, and no "directed selling efforts" were made by the
Company, as defined under Regulation S. The shares were subsequently registered
by the Company for resale in the United States on a Form S-3 Registration
Statement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On October 20, 1998, the Company held its 1998 Annual Meeting of
Stockholders. The following matters were voted on at the meeting: (i) the
election of directors; and (ii) the ratification and approval of KPMG Peat
Marwick LLP as the Company's independent auditors for Fiscal 1999.
The results of the voting on these matters (including the names of all persons
elected as directors) are set forth below:
<TABLE>
<CAPTION>
PROPOSAL VOTES FOR VOTES AGAINST/WITHHELD ABSTENTIONS BROKER-NON VOTES
-------- --------- ---------------------- ----------- ----------------
<S> <C> <C> <C> <C>
Proposal No. 1 -- Election of Directors
Nominees
o Walter E. Schoenfeld 11,334,463 68,577 0 0
o Gary H. Schoenfeld 11,334,463 68,577 0 0
o George E. McCown 11,334,963 68,077 0 0
o Wilbur J. Fix 11,325,513 77,527 0 0
o Philip H. Schaff, Jr. 11,325,413 77,627 0 0
o Gerald Grinstein 11,334,613 68,427 0 0
o James R. Sulat 11,334,963 68,077 0 0
o Kathleen M. Gardarian 11,326,663 76,377 0 0
o Lisa M. Douglas 11,326,063 76,977 0 0
o Charles G. Armstrong 11,334,771 68,269 0 0
o Leonard R. Wilkens 11,333,813 69,227 0 0
Proposal No. 2--Ratification of KPMG
Peat Marwick LLP as Independent
Auditors for Fiscal 1999 11,370,092 19,880 13,068 0
</TABLE>
ITEM 5. OTHER INFORMATION
Third Phase of Global Acquisition. Effective as of September 30, 1998, the
Company completed the third phase of the acquisition of Global. The Company
acquired 10% of the common shares of Global held by the shareholders of Global
in exchange for the issuance of an aggregate of 106,649 shares of the Common
Stock of the Company. See Note 6 of "Notes to Condensed Consolidated Financial
Statements."
Executive Officer Changes. Effective as of December 7, 1998, Gary L. Dunlap
resigned from the Company as Vice President - Management Information Services.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Employment Agreement, dated October 21, 1998, by and between the
Registrant and Stephen M. Murray*
27 Financial Data Schedule*
--------------
* Previously filed.
(b) Reports on 8-K.
The Company did not file any Reports on Form 8-K during Q2 Fiscal 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
VANS, INC.
(Registrant)
Date: August 19, 1999 By: /s/ Craig E. Gosselin
------------------------------------
CRAIG E. GOSSELIN
Vice President and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
DOCUMENT PAGE NO.
-------- --------
<S> <C> <C>
10.1 Employment Agreement, dated October 21, 1998, by and between the
Registrant and Stephen M. Murray*
27 Financial Data Schedule*
- ----------------
* Previously filed.
</TABLE>
19
