<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended August 26, 2000 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: 14,034,534 shares
of Common Stock, $.001 par value, as of October 9, 2000.
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
VANS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AUGUST 26, 2000 (UNAUDITED) AND MAY 31, 2000
<TABLE>
<CAPTION>
AUGUST 26, MAY 31,
2000 2000
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................................... $ 9,589,995 $ 15,516,337
Accounts receivable, net of allowance for doubtful accounts of
$2,331,346 and $2,030,187 at August 26, 2000, and May 31,
2000, respectively ........................................ 57,872,485 34,599,884
Inventories .................................................... 59,897,797 50,142,401
Deferred tax assets ............................................ 2,898,349 2,981,295
Prepaid expenses ............................................... 9,620,030 11,924,998
------------- -------------
Total current assets ..................................... 139,878,656 115,164,915
Property, plant and equipment, net .............................. 27,965,156 25,096,102
Property held for lease ......................................... 4,686,457 4,704,639
Excess of cost over the fair value of net assets acquired, net of
accumulated amortization of $37,341,788 and $37,113,248 at
August 26, 2000 and May 31, 2000, respectively ............. 23,255,577 23,523,328
Other assets .................................................... 3,177,496 2,988,900
------------- -------------
Total Assets ............................................. $ 198,963,342 $ 171,477,884
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings .......................................... $ 30,088,876 $ 19,705,814
Accounts payable ............................................... 13,151,194 11,878,439
Accrued payroll and related expenses ........................... 5,310,530 6,814,877
Accrued interest ............................................... 792,645 636,682
Restructuring costs ............................................ 204,014 204,014
Income taxes payable ........................................... 9,106,319 5,224,656
------------- -------------
Total current liabilities ................................ 58,653,578 44,464,482
------------- -------------
Deferred tax liabilities ........................................ 3,313,308 3,313,308
Capital lease obligations ....................................... -- 13,259
Long-term debt .................................................. 17,209,738 12,130,773
------------- -------------
Total Liabilities ........................................ 79,176,624 59,921,822
------------- -------------
Minority interest ............................................... 3,242,207 3,239,210
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,
13,854,157 and 13,761,839 shares issued and outstanding at
August 26, 2000, and May 31, 2000, respectively ........... 13,854 13,762
Cumulative foreign translation adjustment ...................... (640,809) (634,570)
Unrealized loss on securities .................................. (228,706) (314,510)
Additional paid-in capital ..................................... 105,025,715 104,474,904
Retained earnings .............................................. 12,374,457 4,777,266
------------- -------------
Total Stockholders' Equity ............................... 116,544,511 108,316,852
------------- -------------
Total Liabilities and Stockholders' Equity ..................... $ 198,963,342 $ 171,477,884
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 3
VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
THIRTEEN WEEKS ENDED AUGUST 26, 2000 AND AUGUST 28,1999
(unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
---------------------------------
AUGUST 26, AUGUST 28,
2000 1999
------------- -------------
<S> <C> <C>
Net sales ....................................... $ 100,621,348 $ 82,914,974
Cost of sales ................................... 56,365,598 47,587,099
------------- -------------
Gross profit .............................. 44,255,750 35,327,875
Operating expenses:
Selling and distribution .................... 19,149,100 14,893,782
Marketing, advertising and promotion ........ 8,015,787 7,534,102
General and administrative .................. 3,701,522 2,991,357
Provision for doubtful accounts ............. 436,376 153,002
Amortization of intangibles ................. 371,462 333,715
------------- -------------
Total operating expenses .................. 31,674,247 25,905,958
------------- -------------
Earnings from operations .................. 12,581,503 9,421,917
Interest income ................................. (24,059) (33,362)
Interest and debt expense ....................... 751,268 422,876
Other (income) expense, net ..................... (355,443) (416,939)
------------- -------------
Earnings before taxes ..................... 12,209,737 9,449,342
Income tax expense .............................. 4,151,310 3,212,777
Minority share of income ........................ 461,236 301,213
------------- -------------
Net earnings .................................... 7,597,191 5,935,352
Other comprehensive income (expense), net of tax:
Unrealized gain on securities ............... 85,804 --
Foreign currency translation adjustments .... (6,239) 17,838
------------- -------------
Comprehensive income ............................ $ 7,676,756 $ 5,953,190
============= =============
Earnings per share information:
Basic:
Weighted average shares ......................... 13,749,700 13,485,685
Net earnings per share .......................... $ 0.55 $ 0.44
============= =============
Diluted:
Weighted average shares ......................... 14,709,046 14,210,716
Net earnings per share .......................... $ 0.52 $ 0.42
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE> 4
VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THIRTY-NINE WEEKS ENDED AUGUST 26, 2000 AND AUGUST 28,1999
(unaudited)
<TABLE>
<CAPTION>
AUGUST 26, AUGUST 28,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings .................................................................. $ 7,597,191 $ 5,935,352
Adjustments to reconcile net earnings to net cash used in operating activities:
Depreciation and amortization ............................................... 1,782,488 1,553,886
Net loss on sale of equipment ............................................... 108 --
Minority share of income .................................................... 461,236 301,213
Provision for losses on accounts receivable and sales returns ............... 436,376 153,002
Deferred income taxes ....................................................... 82,946 88,361
Changes in assets and liabilities, net of effects of business acquisition:
Accounts receivable ....................................................... (23,708,977) (19,554,188)
Inventories ............................................................... (9,755,396) (9,054,494)
Prepaid expenses .......................................................... 2,304,968 1,173,864
Other assets .............................................................. (256,282) (93,932)
Accounts payable .......................................................... 637,817 3,545,385
Accrued payroll and related expenses ...................................... (711,702) 632,671
Income taxes payable ...................................................... 3,881,663 2,832,357
------------ ------------
Net cash used in operating activities .................................. (17,247,564) (12,486,523)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment .................................... (4,227,435) (3,470,500)
Proceeds from sale of (investment in) other companies ......................... (275,411) 37,885
Proceeds from sale of property, plant and equipment ........................... 8,800 --
------------ ------------
Net cash used in investing activities .................................. (4,494,046) (3,432,615)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term borrowings ........................................... 10,389,472 19,724,967
Payments on capital lease obligations ......................................... (15,005) (53,859)
Proceeds from long term debt .................................................. 5,078,965 831,144
Consolidated subsidiary dividends paid to minority shareholders ............... (182,828) --
Proceeds from exercise of stock options ....................................... 550,903 --
------------ ------------
Net cash provided by financing activities .............................. 15,821,507 20,502,252
Effect of exchange rate changes on cash ....................................... (6,239) 36,844
------------ ------------
Net increase (decrease) in cash and cash equivalents ................... (5,926,342) 4,619,958
Cash, beginning of period ..................................................... 15,516,337 7,777,192
------------ ------------
Cash, end of period ........................................................... $ 9,589,995 $ 12,397,150
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION - AMOUNTS PAID FOR:
Interest .................................................................. $ 553,997 $ 115,664
Income taxes .............................................................. $ 263,331 $ --
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE> 5
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>
AUGUST 26, MAY 31,
2000 2000
------------ ------------
<S> <C> <C>
Work-in-process ........... $ 204,710 $ 256,546
Finished goods ............ 60,633,733 50,564,917
Less: valuation allowance.. (940,646) (679,062)
------------ ------------
$ 59,897,797 $ 50,142,401
============ ============
</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 all potentially dilutive common
shares. During the thirteen-week periods ended August 26, 2000, and August
28, 1999, 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 all potentially dilutive common shares.
The reconciliations of basic to diluted weighted average shares are as
follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
----------------------------
AUGUST 26, AUGUST 28,
2000 1999
----------- -----------
<S> <C> <C>
Net earnings .................... $ 7,597,191 $ 5,935,352
=========== ===========
Weighted average shares
used in basic computation ...... 13,749,700 13,485,685
Dilutive stock options .......... 959,346 725,031
----------- -----------
Weighted average shares
used for dilutive computation... 14,709,046 14,210,716
=========== ===========
</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. In Q4 Fiscal 1998, the Company provided $8,212,000 for restructuring related
to the closure of its Vista, California manufacturing facility (the "Vista
Facility") and the restructuring of its European operations. The estimated
provision includes approximately $2,949,000 for two terminated international
agreements and related costs, $2,184,000 for estimated loss on sale of plant
equipment, $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 following table outlines the beginning balance of, and expenditures and
adjustments to, the restructuring accrual during the first quarter of Fiscal
2001 ("Q1 Fiscal 2001"):
<TABLE>
<CAPTION>
MAY 31, 2000 AUGUST 26, 2000
BALANCE CASH NON-CASH BALANCE
------------ ----------- ----------- --------------
<S> <C> <C> <C> <C>
European Restructuring:
Termination of international
distributors ............ $204,014 $ -- $ -- $204,014
U.S. Restructuring:
Plant closure costs ........ -- -- -- --
-------- ----------- ----------- --------
Total Restructuring Cost ... $204,014 $ $ $204,014
======== =========== =========== ========
</TABLE>
5
<PAGE> 6
During Q1 Fiscal 2001, the Company did not incur any expenditures related to
the termination of two of the Company's international distributors in Europe
or the closure of the Vista Facility.
6. The Company's operations are classified into three reportable segments:
retail, wholesale and international. The Company evaluates performance based
on segment revenues and consolidated operating income. The Company's
reportable segments have distinct sales channels. Revenues for each business
segment are summarized as follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
------------------------------
AUGUST 26, AUGUST 28,
2000 1999
------------ ------------
<S> <C> <C>
Retail ......... $ 25,991,000 $ 19,721,000
Wholesale ...... 46,901,000 35,126,000
International... 27,729,000 28,068,000
------------ ------------
$100,621,000 $ 82,915,000
============ ============
</TABLE>
The Company does not have any individual customers representing more
than 10% of sales.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The following discussion contains forward-looking statements about the
Company's revenues, earnings, spending, margins, orders, products, plans,
strategies and objectives that involve risk and uncertainties. Forward-looking
statements include any statement that may predict, forecast or imply future
results, and may contain words like "believe," "anticipate," "expect,"
"estimate," "project," or words similar to those. 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
in footnotes accompanying certain forward-looking statements, as well as those
discussed under the caption "Risk Factors" on page 8 of the Company's Annual
Report on Form 10-K for the year ended May 31, 2000, as amended.
The Company is a leading branded sports and lifestyle company which
targets 10-24 year-old consumers through the sponsorship of Core Sports,(TM)
such as skateboarding, snowboarding, surfing and wakeboarding, and major
entertainment events and venues, such as the VANS Triple Crown(TM) Series, the
VANS Warped Tour,(TM) the VANS World Amateur Skateboarding Championships, the
world's largest VANS skateparks, and the VANS High Cascade Snowboard Camp,(TM)
located at the base of Mt. Hood. The Company was founded in 1966 in Southern
California as a domestic manufacturer of vulcanized canvas shoes. The Company is
incorporated in Delaware.
On November 20, 1996, the Company acquired 51% of the outstanding shares
of Global Accessories Limited, the Company's exclusive distributor for the
United Kingdom ("Global"), in a stock-for-stock transaction. During Fiscal 1998,
1999 and 2000, the Company acquired another 29% of the Global common shares in
exchange for Common Stock of the Company. The remaining 20% of the Global common
shares were acquired by the Company on October 2, 2000 in exchange for 158,752
shares of the Company's Common Stock. The results of Global are consolidated in
the Company's financial statements.
On July 21, 1998, the Company acquired all of the outstanding capital
stock of Switch Manufacturing, a California corporation ("Switch"), through a
merger (the "Switch Merger") with and into a wholly-owned subsidiary of the
Company. The Switch 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 fair values. Switch is the manufacturer of the
Autolock(R) step-in boot binding system (the "Switch Autolock System"), one of
the leading snowboard boot binding systems in the world. The Switch 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 financial
performance of Switch during the fiscal year ending May 31, 2001, due to be
settled on July 20, 2001. The operating results of Switch were consolidated in
the Company's financial statements from the date of acquisition.
On July 29, 1999, the Company acquired all of the outstanding capital
stock of High Cascade Snowboard Camp, Inc., an Oregon corporation ("High
Cascade"), and its sister company, Snozone Boarding and Video, Inc., an Oregon
corporation, through mergers of the two companies with and into a wholly-owned
subsidiary of the Company. High Cascade, located at the base of Mount Hood in
Oregon, is the leading summer snowboarding camp in the world. The consideration
exchanged by the Company primarily consisted of the issuance of 236,066 shares
of the Company's Common Stock. The results of the two companies are consolidated
in the Company's financial statements.
6
<PAGE> 7
The Company has also established a subsidiary in Mexico, Vans
Latinoamericana (Mexico), S.A. de C.V. ("Vans Latinoamericana"), a subsidiary in
Argentina, Vans Argentina S.A. ("Vans Argentina"), a subsidiary in Brazil, Vans
Brazil S.A. ("Vans Brazil"), a subsidiary in Uruguay, Vans Uruguay, S.A. ("Vans
Uruguay"), a subsidiary in Hong Kong, Vans Far East Limited ("VFEL"), through
which the Company conducts its foreign sales operations, and a subsidiary in
England, Vans Footwear Limited ("VFL"). The Company also co-owns two joint
venture subsidiaries, Van Pac LLC and VASH, LLC, with Pacific Sunwear of
California, Inc. and Sunglass Hut International, Inc. respectively. Finally, the
Company is the sole member of Vans.com LLC, a Delaware limited liability company
which owns and operates the Vans.com website. The results of these subsidiaries
are also consolidated in the Company's financial statements.
RESULTS OF OPERATIONS
QUARTERLY PERIOD ENDED AUGUST 26, 2000 ("Q1 FISCAL 2001") AS COMPARED TO
QUARTERLY PERIOD ENDED AUGUST 28, 1999 ("Q1 FISCAL 2000")
Net Sales
Net sales for Q1 Fiscal 2001 increased 21.4% to $100,621,000 from
$82,915,000 for Q1 Fiscal 2000. The sales increase was driven by increased sales
through the Company's wholesale and retail sales channels, as discussed below.
Total U.S. sales, including sales through the Company's U.S. retail
stores, increased 32.9% to $72,892,000 for Q1 Fiscal 2001 from $54,847,000 for
Q1 Fiscal 2000. Total international sales, including sales through the Company's
six European stores, were essentially flat at $27,729,000 for Q1 Fiscal 2001,
versus $28,068,000 for Q1 Fiscal 2000.
The increase in total U.S. sales resulted from (i) a 33.5% increase in
domestic wholesale sales, and (ii) a 31.8% increase in sales through the
Company's U.S. retail stores. The increase in wholesale sales was primarily due
to increased penetration of existing accounts. The increase in U.S. retail store
sales was driven by sales from (i) a net 20 new stores versus a year ago,
including three skateparks, and (ii) an 8.6% increase in comparable store sales
(which excludes revenue from skate sessions at the Company's skateparks). The
decrease in international sales through VFEL was primarily due to the decline in
certain European currencies, including the Euro. On a constant dollar basis,
adjusting for such declines, international wholesale sales would have increased
8.1%. If European currencies continue to decline, the Company's European results
of operations will continue to be adversely impacted.
Gross Profit
Gross profit increased 25.3% to $44,256,000 in Q1 Fiscal 2001 from
$35,328,000 in Q1 Fiscal 2000. As a percentage of net sales, gross profit
increased to 44.0% for Q1 Fiscal 2001, versus 42.6% for Q1 Fiscal 2000. The
gross profit improvement was primarily due to improved margins at retail and
changes in channel mix in international sales.
Earnings from Operations
The Company's earnings from operations increased 33.5% to $12,582,000 in
Q1 Fiscal 2001 versus $9,422,000 in Q1 Fiscal 2000. Operating expenses in Q1
Fiscal 2001 increased 22.3% to $31,674,000 from $25,906,000 in Q1 Fiscal 2000,
due primarily to the increases in selling and distribution, marketing,
advertising and promotion and general and administrative expenses discussed
below. As a percentage of sales, operating expenses increased from 31.2% to
31.5% on a year-to-year basis.
Selling and distribution. Selling and distribution expenses increased
28.6% to $19,149,000 in Q1 Fiscal 2001 from $14,894,000 in Q1 Fiscal 2000,
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 20 new stores, including three skateparks; and (ii)
increased sales commissions and distribution costs due to the increase in sales
discussed above.
Marketing, advertising and promotion. Marketing, advertising and
promotion expenses increased 6.4% to $8,016,000 in Q1 Fiscal 2001 from
$7,534,000 in Q1 Fiscal 2000. The increase in marketing, advertising and
promotion expenses was primarily due to: (i) increased advertising expenditures
related to the back-to-school selling season; (ii) increased direct advertising
and promotional expense in Europe; and (iii) increased costs associated with new
events included in the VANS Triple Crown(TM) Series. These increases were
partially offset by increased third party sponsorship of the Company's major
entertainment events and venues.
7
<PAGE> 8
General and administrative. General and administrative expenses
increased 23.7% to $3,702,000 in Q1 Fiscal 2001 from $2,991,000 in Q1 Fiscal
2000, primarily due to: (i) increased labor, recruiting and other
employee-related expenses to support the Company's sales growth; and (ii)
increased legal expenses related to the Company's ongoing worldwide efforts to
protect and preserve its intellectual property rights.
Provision for doubtful accounts. The amount that was provided for bad
debt increased to $436,000 in Q1 Fiscal 2001 from $153,000 in Q1 Fiscal 2000
primarily due to an increase in the allowance for doubtful accounts to
correspond to the increase in accounts receivable which resulted from higher
sales.
Amortization of intangibles. Amortization of intangibles increased to
$371,000 for Q1 Fiscal 2001 from $334,000 in Q1 Fiscal 2000, primarily due to
the increase in goodwill associated with the acquisition of an additional 10% of
the Global common shares which occurred in Q2 Fiscal 2000.
Interest Income
Interest income declined to $24,000 in Q1 Fiscal 2001 versus $33,000 in
Q1 Fiscal 2000 due to increased utilization of the Company's cash to fund its
sales growth. The Company had no investment accounts at August 26, 2000.
Interest and Debt Expense
Interest and debt expense increased to $751,000 for Q1 Fiscal 2001 from
$423,000 in Q1 Fiscal 2000, primarily due to increased borrowings under the
Company's credit facility to support its sales growth. See "--Liquidity and
Capital Resources, Borrowings."
Other Income
Other income primarily consists of royalties from the licensing of the
Company's trademarks, exchange rate gains and losses, and rental income. Royalty
income from the Company's distributor and licensee in Japan, International
Trading Corporation ("ITC"), has been reclassed to net sales from other income
for both Q1 Fiscal 2000 and Q1 Fiscal 2001. Other income decreased to $355,000
for Q1 Fiscal 2001 from $417,000 for Q1 Fiscal 2000, primarily due to (i)
decreases in royalty income from the Company's licensees other than ITC; and
(ii) the expiration of a sublease. These decreases in income were partially
offset by a decrease in exchange rate losses period-over-period.
Income Tax Expense
Income tax expense increased to $4,151,000 in Q1 Fiscal 2001 from
$3,213,000 in Q1 Fiscal 2000 as a result of the increase in earnings discussed
above. The effective tax rate remained consistent, year-over-year, at 34.0%.
Minority Share of Income
The Company had a minority share of income of $461,000 in Q1 Fiscal 2001
versus $301,000 for Q1 Fiscal 2000, primarily due the addition of the Van Pac
LLC joint venture, which did not exist in the same period of the prior year. See
"--General."
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
The Company finances its operations with a combination of cash flows
from operations and borrowings under a credit facility. See "--Borrowings"
below.
The Company experienced an outflow of cash from operating activities of
$17,248,000 during Q1 Fiscal 2001, compared to an outflow of $12,487,000 for Q1
Fiscal 2000. Cash used by operations for Q1 Fiscal 2001 primarily resulted from:
(i) an increase in net accounts receivable to $57,872,000 at August 26, 2000,
from $34,600,000 at May 31, 2000, as described below; (ii) an increase in net
inventory to $59,898,000 at August 26, 2000, from $50,142,000 at May 31, 2000,
as described below; and (iii) a decrease in accrued payroll and related
expenses. Cash outflows from operations for Q1 Fiscal 2001 were partially offset
by the Company's earnings, the increased in income taxes payable the decrease in
prepaid expenses and the add-back for depreciation and amortization. Cash
outflows from operations in Q1 Fiscal 2000 primarily resulted from increases in
accounts receivable and inventory.
8
<PAGE> 9
The Company had a net cash outflow from investing activities of
$4,494,000 in Q1 Fiscal 2001, compared to a net cash outflow of $3,433,000 in Q1
Fiscal 2000. Q1 Fiscal 2001 outflows were primarily due to capital expenditures
related to new retail store openings and skateparks. Cash used in investing
activities for Q1 Fiscal 2000 was primarily related to new retail store
openings.
The Company had a net cash inflow from financing activities of
$15,822,000 for Q1 Fiscal 2001, compared to a net cash inflow of $20,502,000 for
Q1 Fiscal 2000, primarily due to short-term borrowings under the Company's
credit facility and long-term debt incurred by the Company and the Company's
South American subsidiaries. See "--Borrowings" below. Cash provided by
financing activities in Q1 Fiscal 2000 was related to proceeds from short-term
borrowings under the Company's credit facility.
Accounts receivable, net of allowance for doubtful accounts, increased
from $34,600,000 at May 31, 2000, to $57,872,000 at August 26, 2000, primarily
due to an increase in the Company's domestic accounts receivable resulting from
the increase in sales discussed above. Inventories increased to $59,898,000 at
August 26, 2000, from $50,142,000 at May 31, 2000, primarily due to: (i)
increased inventory held at the Company's distribution center in Santa Fe
Springs, California to support increased domestic sales; (ii) increased
inventory held by the Company's South American subsidiaries; and (iii) an
increased number of finished goods held for sale at the Company's retail stores
to support the net addition of 20 new stores, including three skateparks, and
increased sales.
Borrowings
In July 1999, the Company obtained a $63.5 million unsecured credit
facility (the "Credit Facility") pursuant to a credit agreement (the "Credit
Agreement") with several lenders (the "Lenders"). The Credit Facility permits
the Company to utilize the funds thereof for general corporate purposes, capital
expenditures, acquisitions and stock repurchases. In April 2000, the Credit
Facility was increased to $78.0 million.
Of the $78.0 million amount of the Credit Facility, $63.0 million is in
the form of an unsecured revolving line of credit (the "Revolver"), and $15.0
million is in the form of an unsecured term loan (the "Term Loan"). The Revolver
expires on April 30, 2003. The Company has the option to pay interest on
Revolver advances at a rate equal to either (i) LIBOR plus a margin, or (ii) the
base rate plus a margin. The LIBOR rate margin and the base rate margin are
based on the Company's ratio of "Funded Debt" to "EBITDA," each as defined in
the Credit Agreement.
Of the $15.0 million Term Loan: (i) approximately $5.0 million was
disbursed at the closing of the Credit Facility to replace a portion of the
Company's former credit facility used for the Company's stock repurchase
program, which was completed in Fiscal 1999; (ii) approximately $3.0 million was
disbursed in Q2 Fiscal 2000 for capital expenditures; and (iii) the remaining
portion must be disbursed on or before January 31, 2001, or it will expire. The
Term Loan expires May 31, 2004, and the principal thereof is payable in 14
quarterly installments beginning February 28, 2001, and ending May 31, 2004. The
Company has the option to pay interest on the Term Loan at LIBOR plus a margin
for advances of one, two, three or six months, or a base rate of 9.5% as of
August 26, 2000 for U.S. dollar advances.
Under the Credit Agreement, the Company must maintain certain financial
covenants and is prohibited from engaging in certain transactions or taking
certain corporate actions, such as the payment of dividends, without the consent
of the Lenders. At August 26, 2000, the Company had drawn down and/or borrowed
$40,034,000 under the Credit Facility and was in compliance with all financial
and other convenants under the Credit Agreement.
Vans Latinoamericana maintains a note payable to Tavistock Holdings
A.G., a 49.99% owner of such company ("Tavistock"). The loans evidenced by the
note were made by Tavistock pursuant to a shareholders' agreement requiring
Tavistock to provide operating capital, on an as-needed basis, in the form of
loans to Vans Latinoamericana. At August 26, 2000, the aggregate outstanding
balance under the note was $2,399,000.
9
<PAGE> 10
Current Cash Position
The Company's cash position was $9,590,000 at August 26, 2000, compared
to $15,516,000 at May 31, 2000. The Company believes that cash generated from
operations, coupled with the Credit Facility, should be sufficient to meet its
cash requirements for the next 12 months.*
Capital Resources
As of August 26, 2000, the Company's material commitments for capital
expenditures were primarily related to the opening and remodeling of retail
stores and the opening of skateparks. In the remainder of Fiscal 2001, the
Company plans to open approximately four new factory outlet retail stores, four
full-price stores, and remodel six existing stores. The Company estimates the
aggregate cost of all of these new stores and remodels to be between $1.5
million and $2.5 million.
The Company currently intends to open three to four additional
skateparks in the remainder of Fiscal 2001 and estimates the aggregate cost of
its portion of these projects to be between $5.0 million and $6.0 million, since
the landlords for these skateparks have agreed to pay a portion of the capital
costs associated with the construction of the parks.
The Company intends to utilize cash generated from operations and funds
drawn down and/or borrowed under the Credit Facility to fulfill its capital
expenditure requirements for the balance of Fiscal 2001.
Recent Accounting Pronouncements
In June 1998, Statement of Financial Accounting Standards ("SFAS") No.
133, "Accounting for Derivative Instruments and Hedging Activities" was issued.
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments, hedging activities and exposure definition. SFAS No. 133 requires
an entity to recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
Derivatives that are not hedges must be adjusted to fair value through income.
If the derivative is a hedge, depending on the nature of the hedge, changes in
fair value will either be offset against the change in fair value of the hedged
asset, liabilities, or firm commitments through earnings, or reported in other
comprehensive income until the hedge is recognized in earnings. In June 1999,
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities --
Deferral of the Effective Date of FASB Statement No. 133" was issued. The
Statement defers the effective date of SFAS No. 133 until the first quarter of
Fiscal 2002. In June 2000, SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities, an Amendment of FASB Statement No.
133" was issued. Although the Company continues to review the effect of the
implementation of SFAS No. 133 and No. 138, the Company does not currently
believe their adoption will have a material impact on its financial position or
results of operations and does not believe adoption will result in significant
changes to its financial risk management practices.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." The objective of this SAB is to provide further guidance on revenue
recognition issues in the absence of authoritative literature addressing a
specific arrangement or a specific industry. The Company is required to follow
the guidance in the SAB no later than the third quarter of Fiscal 2001. The SEC
has recently indicated it intends to issue further guidance with respect to
adoption of specific issues addressed by SAB No. 101. Until such time as this
additional guidance is issued, the Company is unable to assess the impact, if
any, it may have on the Company's financial position or results of operations.
--------
* Note: This is a forward-looking statement. The Company's actual cash
requirements could differ materially. Important factors that could cause the
Company's need for additional capital to change include: (i) the Company's rate
of growth; (ii) the number of new VANS Triple Crown(TM) stores the Company
decides to open; (iii) the number of new skateparks the Company decides to open
which must be financed in whole, or in part, by the Company; (iv) the Company's
product mix between footwear and snowboard boots; (v) the Company's ability to
effectively manage its inventory levels; (vi) timing differences in payment for
the Company's foreign-sourced product; (vii) the increased utilization of
letters of credit for purchases of foreign-sourced product; and (viii) timing
differences in payment for product which is sourced from countries which have
longer shipping lead times, such as China.
10
<PAGE> 11
Seasonality
The Company's business is seasonal, with the largest percentage of net
income, U.S. sales, and substantially all revenues generated from High Cascade
realized in the first Fiscal quarter (June through August), the "back to school"
selling months. As the Company increases sales to Europe due to the European
Conversion, the Company is recognizing more of such sales in the first Fiscal
quarter due to seasonal demand for product in Europe. In addition, because
snowboarding is a winter sport, sales of the Company's snowboard boots, and the
Switch Autolock(R) System, have historically been strongest in the first and
second Fiscal quarters.
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 Update
As of the date of this report, the Company has not experienced any
material Year 2000-related problems with any of its systems and has not received
any reports of such problems from any of its sales agents, distributors,
customers, landlords, financial partners, or third-party vendors.
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. 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 six European stores are not currently able to
recognize the Euro Conversion, however, since three of the Company's European
stores are located in the United Kingdom, which is not currently participating
in the Euro Conversion, and the Spain and Austria stores may continue to accept
local currencies until 2002, the Company does not expect its current overall
European store operations to be materially 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, and all of its European distributors have represented to the Company
that their systems will do the same.
-----------
* Note: 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.
11
<PAGE> 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The Company's exposure to market risk associated with changes in
interest rates relates primarily to its debt obligations. The Revolver bears
interest at a rate equal to either (i) LIBOR plus a margin, or (ii) a base rate
plus a margin. The margins are based on the Company's rate of "Funded Debt" to
"EBITDA," each as defined in the Credit Agreement. See Item 2 "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources." The Company does not use derivative or other
financial instruments to hedge its interest rate risks.
Foreign Currency Risk
The Company operates its business and sells its products in a number of
countries throughout the world and, as a result, is exposed to movements on
foreign currency exchange rates. Although the Company has most of its products
manufactured outside of the United States on a per order basis, these purchases
are made in U.S. dollars. The major foreign currency exposures involve Japan and
Europe. In order to protect against the volatility associated with earnings
currency translations of foreign subsidiaries and royalty income from sources
outside the United States, the Company may, from time to time, utilize forward
foreign exchange contracts and/or foreign currency options with durations of
generally from three to twelve months. As of August 26, 2000, the Company had
$800,000 outstanding in foreign exchange forward contracts, which were entered
into to hedge specific transactions denominated in currencies other than the
U.S. dollar.
12
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Tour Title Sponsorship Agreement dated as of June 2000, by and between the
Registrant and C.C.R.L., LLC
27 Financial Data Schedule
(b) Reports on 8-K.
The Company did not file any reports on Form 8-K during the quarterly period
ended August 26, 2000.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VANS, INC.
(Registrant)
Date: October 10, 2000 By: /s/ Gary H. Schoenfeld
--------------------------------------
GARY H. SCHOENFELD
President and Chief Executive Officer
Date: October 10, 2000 By: /s/ Kyle B. Wescoat
--------------------------------------
KYLE B. WESCOAT
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
14
<PAGE> 15
EXHIBIT INDEX
EXHIBITS
--------
10.1 Tour Title Sponsorship Agreement, dated as of June 2000, by and
between the Registrant and C.C.R.L., LLC
27 Financial Data Schedule
15
