<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 November 25, 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: 14,240,424
shares of Common Stock, $.001 par value, as of January 8, 2001.
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
VANS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
NOVEMBER 25, 2000 (UNAUDITED) AND MAY 31, 2000
<TABLE>
<CAPTION>
NOVEMBER 25, MAY 31,
2000 2000
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ....................................... $ 11,919,642 $ 15,516,337
Accounts receivable, net of allowance for doubtful accounts of
$2,270,392 and $2,030,187 at November 25, 2000, and May 31,
2000, respectively ........................................... 38,228,323 34,599,884
Inventories ..................................................... 61,721,063 50,142,401
Deferred tax assets ............................................. 2,865,118 2,981,295
Prepaid expenses ................................................ 7,994,074 11,924,998
------------- -------------
Total current assets ........................................ 122,728,220 115,164,915
Property, plant and equipment, net ............................... 30,312,267 25,096,102
Property held for lease .......................................... 4,669,990 4,704,639
Excess of cost over the fair value of net assets acquired, net of
accumulated amortization of $37,712,492 and $37,113,248 at
November 25, 2000 and May 31, 2000, respectively .............. 25,339,110 23,523,328
Other assets ..................................................... 3,024,884 2,988,900
------------- -------------
Total Assets ................................................ $ 186,074,471 $ 171,477,884
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings ........................................... $ 22,985,926 $ 19,705,814
Accounts payable ................................................ 6,736,581 11,878,439
Accrued payroll and related expenses ............................ 5,565,417 6,814,877
Accrued interest ................................................ 515,488 636,682
Restructuring costs ............................................. 204,014 204,014
Income taxes payable ............................................ 7,375,257 5,224,656
------------- -------------
Total current liabilities ................................... 43,382,683 44,464,482
------------- -------------
Deferred tax liabilities ......................................... 3,313,308 3,313,308
Capital lease obligations ........................................ -- 13,259
Long-term debt ................................................... 14,332,949 12,130,773
------------- -------------
Total Liabilities ........................................... 61,028,940 59,921,822
------------- -------------
Minority interest .................................................. 2,799,048 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,
14,080,767 and 13,761,839 shares issued and outstanding at
November 25, 2000, and May 31, 2000, respectively ............ 14,080 13,762
Accumulated other comprehensive income ............................. (1,246,772) (949,080)
Additional paid-in capital ......................................... 108,158,656 104,474,904
Retained earnings .................................................. 15,320,519 4,777,266
------------- -------------
Total Stockholders' Equity .................................. 122,246,483 108,316,852
------------- -------------
Total Liabilities and Stockholders' Equity ......................... $ 186,074,471 $ 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 NOVEMBER 25, 2000, AND NOVEMBER 27,1999
(unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
--------------------------------
NOVEMBER 25, NOVEMBER 27,
2000 1999
------------ -------------
<S> <C> <C>
Net sales ................................................................. $ 73,233,648 $ 58,768,117
Cost of sales ............................................................. 41,309,914 32,600,041
------------ ------------
Gross profit ........................................................ 31,923,734 26,168,076
Operating expenses:
Selling and distribution .............................................. 19,068,799 14,466,572
Marketing, advertising and promotion .................................. 4,464,800 3,668,400
General and administrative ............................................ 2,625,172 2,421,180
Provision for doubtful accounts ....................................... 92,694 188,718
Amortization of intangibles ........................................... 407,711 336,877
------------ ------------
Total operating expenses ............................................ 26,659,176 21,081,747
------------ ------------
Earnings from operations ............................................ 5,264,558 5,086,329
Interest income ........................................................... (63,698) (49,914)
Interest and debt expense ................................................. 691,886 755,424
Other (income) expense, net ............................................... (323,760) (320,148)
------------ ------------
Earnings before income taxes and
minority interest in income of
consolidated subsidiaries ........................................... 4,960,130 4,700,967
Income tax expense ........................................................ 1,686,445 1,598,329
Minority share of income .................................................. 327,623 436,563
------------ ------------
Net earnings .............................................................. 2,946,062 2,666,075
Other comprehensive income (expense), net of tax:
Unrealized loss on securities ......................................... (491,014) --
Foreign currency translation
adjustments ........................................................... 113,757 23,722
------------ ------------
Comprehensive income ...................................................... $ 2,568,805 $ 2,689,797
============ ============
Earnings per share information:
Basic:
Weighted average shares ................................................... 14,029,305 13,538,197
Net earnings per share .................................................... $ 0.21 $ 0.20
============ ============
Diluted:
Weighted average shares ................................................... 14,954,786 14,270,342
Net earnings per share .................................................... $ 0.20 $ 0.19
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE> 4
VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
TWENTY-SIX WEEKS ENDED NOVEMBER 25, 2000, AND NOVEMBER 27, 1999
(unaudited)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
--------------------------------
NOVEMBER 25, NOVEMBER 27,
2000 1999
------------- -------------
<S> <C> <C>
Net sales ............................................ $ 173,854,996 $ 141,683,090
Cost of sales ........................................ 97,675,512 80,187,140
------------- -------------
Gross profit ..................................... 76,179,484 61,495,950
Operating expenses:
Selling and distribution ........................... 38,217,900 29,355,854
Marketing, advertising and promotion ............... 12,480,587 11,202,502
General and administrative ......................... 6,326,694 5,412,537
Provision for doubtful accounts .................... 529,070 346,219
Amortization of intangibles ........................ 779,173 670,592
------------- -------------
Total operating expenses ......................... 58,333,424 46,987,704
------------- -------------
Earnings from operations ......................... 17,846,060 14,508,246
Interest income ...................................... (87,757) (83,276)
Interest and debt expenses ........................... 1,443,154 1,178,300
Other income ......................................... (679,204) (737,088)
------------- -------------
Earnings before income taxes and minority interest
in income of consolidated subsidiaries ........... 17,169,867 14,150,310
------------- -------------
Income tax expense ................................... 5,837,755 4,811,106
Minority share of income ............................. 788,859 737,776
------------- -------------
Net earnings ......................................... 10,543,253 8,601,428
Other comprehensive income (expense), net of tax:
Unrealized loss on securities .................... (405,210) --
Foreign currency translation adjustment .......... 107,518 41,561
------------- -------------
Comprehensive income ................................. $ 10,245,561 $ 8,642,989
============= =============
Earnings per share information:
Basic:
Weighted average common shares ....................... 13,889,503 13,511,941
Net earnings per share ............................... $ 0.76 $ 0.64
============= =============
Diluted:
Weighted average common shares ....................... 14,831,916 14,240,529
Net earnings per share ............................... $ 0.71 $ 0.60
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE> 5
VANS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
TWENTY-SIX WEEKS ENDED NOVEMBER 25, 2000, AND NOVEMBER 27,1999
(unaudited)
<TABLE>
<CAPTION>
NOVEMBER 25, NOVEMBER 27,
2000 1999
-------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings .................................................. $ 10,543,253 $ 8,601,428
Adjustments to reconcile net earnings to net cash used in
operating activities:
Depreciation and amortization ............................... 3,751,263 2,878,025
Net loss on sale of equipment ............................... 46,233 30,498
Net gain on sale of investment .............................. (615,165) --
Minority share of income .................................... 788,859 737,776
Provision for losses on accounts receivable and sales returns 529,070 346,219
Changes in assets and liabilities, net of effects of business
acquisition:
Accounts receivable ....................................... (3,761,109) (6,500,671)
Inventories ............................................... (11,097,804) (12,348,265)
Deferred income taxes ..................................... 116,177 (550,401)
Prepaid expenses .......................................... 3,930,924 (839,823)
Other assets .............................................. (429,649) (368,796)
Accounts payable .......................................... (5,776,794) (4,380,450)
Accrued payroll and related expenses ...................... (733,972) 852,383
Restructuring costs ....................................... -- (102,524)
Income taxes payable ...................................... 2,150,601 3,990,309
------------ ------------
Net cash used in operating activities .................. (558,113) (7,654,292)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment .................... (8,138,564) (7,621,240)
Proceeds from sale of (investment in) other companies ......... (618,935) 47,769
Proceeds from sale of investment ............................. 300,000 --
Proceeds from sale of property, plant and equipment ........... 8,800 11,255
------------ ------------
Net cash used in investing activities .................. (8,448,699) (7,562,216)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term borrowings ........................... 3,286,522 14,791,058
Payments on capital lease obligations ......................... (15,005) (108,918)
Proceeds from long term debt .................................. 2,202,176 4,219,066
Consolidated subsidiary dividends paid to minority shareholders (408,744) (360,992)
Proceeds from exercise of stock options ....................... 1,114,908 393,196
------------ ------------
Net cash provided by financing activities .............. 6,179,857 18,933,410
Effect of exchange rate changes on cash and cash equivalents .. (769,740) 62,970
------------ ------------
Net increase (decrease) in cash and cash equivalents ... (3,596,695) 3,779,872
Cash and cash equivalents, beginning of period ................ 15,516,337 7,777,192
------------ ------------
Cash and cash equivalents, end of period ...................... $ 11,919,642 $ 11,557,064
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION - AMOUNTS PAID FOR:
Interest .................................................. $ 1,401,921 $ 686,774
Income taxes .............................................. $ 3,730,172 $ 1,137,729
NON-CASH INVESTING AND FINANCIAL ACTIVITIES:
Increase in investment in consolidated subsidiary
Fair value of net assets acquired .......................... 477,638 145,967
Stock issued ............................................... 2,569,320 1,273,339
Stock received from sale of investment ................... 650,562 --
</TABLE>
See accompanying notes to condensed 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 25, MAY 31,
2000 2000
------------ ------------
<S> <C> <C>
Work-in-process ......... $ 324,112 $ 256,546
Finished goods .......... 62,087,686 50,564,917
Less: valuation allowance (690,735) (679,062)
------------ ------------
$ 61,721,063 $ 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 and twenty-six week
periods ended November 25, 2000, and November 27, 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 dilutive stock options.
The reconciliations of basic to diluted weighted average shares are as
follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
NOVEMBER 25, NOVEMBER 27, NOVEMBER 25, NOVEMBER 27,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net earnings...................... $ 2,946,062 $ 2,666,075 $ 10,543,253 $ 8,601,428
============ ============ ============ ============
Weighted average shares
used in basic computation........ 14,029,305 13,538,197 13,889,503 13,511,941
Dilutive stock options............ 925,481 732,145 942,413 728,588
------------ ------------ ------------ ------------
Weighted average shares
used for dilutive computation.... 14,954,786 14,270,342 14,831,916 14,240,529
============ ============ ============ ============
</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 second quarter of
Fiscal 2001 ("Q2 Fiscal 2001"):
<TABLE>
<CAPTION>
AUGUST 26, 2000 NOVEMBER 25, 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>
6
<PAGE> 7
During Q2 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 TWENTY-SIX WEEKS ENDED
NOVEMBER 25, NOVEMBER 27, NOVEMBER 25, NOVEMBER 27,
2000 1999 2000 1999
-------------------- -------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
Retail...... $24,690,000 $17,325,000 $50,681,000 $37,046,000
Wholesale...
27,422,000 23,268,000 74,201,000 58,394,000
International 21,122,000 18,175,000 48,973,000 46,243,000
----------- ----------- ----------- -----------
$73,234,000 $58,768,000 $173,855,000 $141,683,000
=========== =========== ============ ============
</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.
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 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.
7
<PAGE> 8
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 consolidated in the Company's financial statements.
RESULTS OF OPERATIONS
QUARTERLY PERIOD ENDED NOVEMBER 25, 2000 ("Q2 FISCAL 2001"), AS COMPARED TO
QUARTERLY PERIOD ENDED NOVEMBER 27, 1999 ("Q2 FISCAL 2000")
Net Sales
Net sales for Q2 Fiscal 2001 increased 24.6% to $73,234,000 from $58,768,000
for Q2 Fiscal 2000. The sales increase was driven by increased sales through all
three of the Company's sales channels, as discussed below.
Total U.S. sales, including sales through the Company's U.S. retail stores,
increased 28.4% to $52,112,000 for Q2 Fiscal 2001 from $40,593,000 for Q2 Fiscal
2000. Total international sales, including sales through the Company's six
European stores, increased 16.2% to $21,122,000 for Q2 Fiscal 2001, versus
$18,175,000 for Q2 Fiscal 2000.
The increase in total U.S. sales resulted from (i) a 17.9% increase in
domestic wholesale sales, and (ii) a 42.5% 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 13 new stores versus a year ago,
including three skateparks, and (ii) a 16.8% increase in comparable store sales
(which excludes revenue from concessions and skate sessions at the Company's
skateparks). European sales through VFEL were adversely impacted by an 18%
decline in the euro, year-over-year. On a constant dollar basis, international
wholesale sales would have increased 24%. If the euro remains at levels similar
to those experienced in Q2 Fiscal 2001, the Company's European results of
operations will continue to be adversely impacted.
Gross Profit
Gross profit increased 22.0% to $31,924,000 in Q2 Fiscal 2001 from
$26,168,000 in Q2 Fiscal 2000. As a percentage of net sales, gross profit
decreased to 43.6% for Q2 Fiscal 2001, versus 44.5% for Q2 Fiscal 2000. The
gross profit decrease was primarily due to the decline in the euro discussed
above. This decrease was partially offset by an increase in royalties,
year-over-year.
Earnings from Operations
The Company's earnings from operations increased 3.5% to $5,265,000 in Q2
Fiscal 2001, versus $5,086,0000 in Q2 Fiscal 2000. Operating expenses in Q2
Fiscal 2001 increased 26.5% to $26,659,000 from $21,082,000 in Q2 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 35.9% to
36.4% on a year-to-year basis.
Selling and distribution. Selling and distribution expenses increased 33.3%
to $19,069,000 in Q2 Fiscal 2001 from $14,309,000 in Q2 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 13 new stores, including three skateparks; and (ii) increased
salaries, sales commissions and distribution costs to support the increase in
sales discussed above.
Marketing, advertising and promotion. Marketing, advertising and promotion
expenses increased 21.7% to $4,465,000 in Q2 Fiscal 2001 from $3,668,000 in Q2
Fiscal 2000. The increase in marketing, advertising and promotion expenses was
primarily due to: (i) increased direct advertising and promotional expense in
Europe; (ii) increased advertising expenditures related to the back-to-school
and holiday selling seasons; and (iii) increased costs associated with 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.
8
<PAGE> 9
General and administrative. General and administrative expenses increased
8.4% to $2,625,000 in Q2 Fiscal 2001 from $2,421,000 in Q2 Fiscal 2000,
primarily due to: (i) increased professional fees for international tax
consulting; (ii) increased labor and other employee-related expenses to support
the Company's sales growth; and (iii) 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
decreased to $93,000 in Q2 Fiscal 2001 from $346,000 in Q2 Fiscal 2000,
primarily due to better-than-expected collection of past due accounts.
Amortization of intangibles. Amortization of intangibles increased to
$408,000 for Q2 Fiscal 2001 from $337,000 in Q2 Fiscal 2000, primarily due to
the increase in goodwill associated with the acquisition of the remaining 20% of
the Global common shares on October 2, 2000. See "--General."
Interest Income
Interest income increased to $64,000 in Q2 Fiscal 2001, versus $50,000 in Q2
Fiscal 2000 due to higher cash balances throughout Q2 Fiscal 2001 in Europe and
overall improved cash management. The Company had no investment accounts at
November 25, 2000.
Interest and Debt Expense
Interest and debt expense decreased to $692,000 for Q2 Fiscal 2001 from
$755,000 in Q2 Fiscal 2000, primarily due to decreased borrowings under the
Company's credit facility. 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 for Japan, International
Trading Corporation ("ITC"), has been reclassed to net sales from other income
for both Q2 Fiscal 2000 and Q2 Fiscal 2001. Other income increased to $324,000
for Q2 Fiscal 2001 from $320,000 for Q2 Fiscal 2000, primarily due to the sale
of the Company's interest in the VANS Warped Tour (TM). This increase was
partially offset by increased exchange rate losses generated by the decline in
the value of most European currencies, particularly the euro.
Income Tax Expense
Income tax expense increased to $1,686,000 in Q2 Fiscal 2001 from $1,598,000
in Q2 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
Minority share of income decreased to $328,000 in Q2 Fiscal 2001 from
$437,000 for Q2 Fiscal 2000, primarily due to the decreased minority ownership
of Global and the loss incurred by Vans Brazil. These decreases were partially
offset by the increased profitability of the Company's other Latin America
subsidiaries and Van Pac, LLC.
TWENTY-SIX WEEK PERIOD ENDED NOVEMBER 25, 2000 ("FISCAL 2001 SIX MONTHS"),
AS COMPARED TO THE TWENTY-SIX WEEK PERIOD ENDED NOVEMBER 27, 1999 ("FISCAL 2000
SIX MONTHS")
Net Sales
Net Sales for the Fiscal 2001 Six Months increased 22.7% to $173,855,000, as
compared to $141,683,000 for the same period in Fiscal 2000. The sales increase
was driven by increased sales through all of the Company's sales channels, as
discussed below.
Total U.S. sales, including sales through the Company's U.S. retail stores,
increased 30.9% to $124,882,000 for the Fiscal 2001 Six Months from $95,440,000
for the same period a year ago. Total international sales increased 5.9% to
$48,973,000 for the Fiscal 2001 Six Months, as compared to $46,243,000 for the
same period a year ago.
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<PAGE> 10
The increase in total U.S. sales resulted from (i) a 27.1% increase in
domestic wholesale sales as the Company increased penetration of existing
accounts, and (ii) a 36.8% increase in sales through the Company's U.S. retail
stores. The increase in U.S. retail store sales was driven by sales from a net
13 new stores versus a year ago, including three skateparks, and a 12.4%
increase in comparable store sales. The increase in international sales through
VFEL was primarily due to increased sales in Latin America, Japan and Europe.
The increase in European sales were partially offset by the decline in the euro,
year-over-year, discussed above.
Gross Profit
Gross profit increased 23.9% to $76,179,000 in the Fiscal 2001 Six Months
from $61,496,000 in the same period of Fiscal 2000. As a percentage of net
sales, gross profit increased to 43.8% for the Fiscal 2001 Six Months from 43.4%
for the same period of Fiscal 2000. The increase in gross profit as a percentage
of sales, was primarily due to a change in sales mix (e.g. higher-margin retail
sales made up 29.2% of total net sales in the Fiscal 2001 Six Months, versus
26.1% in the same period a year ago), and the increase in royalties,
year-over-year, from ITC, partially offset by a decline in gross profit in
Europe due to the decline in the euro.
Earnings from Operations
Earnings from operations increased 23.0% to $17,846,000 in the Fiscal 2001
Six Months from $14,508,000 in the same period of Fiscal 2000. Operating
expenses in the Fiscal 2001 Six Months increased 24.1% to $58,333,000 from
$46,988,000 in the same period a year ago, primarily due to a $9,277,000
increase in selling and distribution expense, a $1,278,000 increase in
marketing, advertising and promotion expense, and a $914,000 increase in general
and administrative expenses, as discussed below. As a percentage of sales,
operating expenses increased slightly from 33.2% to 33.6% on a year-to-year
basis.
Selling and distribution. Selling and distribution expenses increased 32.1%
to $38,218,000 in the Fiscal 2001 Six Months from $28,941,000 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 13 new stores, including three new skateparks;
and (ii) increased salaries, commissions and distribution costs required to
support the Company's U.S. sales growth.
Marketing, advertising and promotion. Marketing, advertising and promotion
expenses increased 11.4% to $12,481,000 in the Fiscal 2001 Six Months from
$11,203,000 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 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.
General and administrative. General and administrative expenses increased
16.9% to $6,327,000 in the Fiscal 2001 Six Months from $5,413,000 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 professional fees
for international tax consulting.
Provision for doubtful accounts. The amount that was provided for bad debt
expense in the Fiscal 2001 Six Months decreased to $529,000 from $761,000 in the
same period a year ago for the same reasons discussed under the caption
"--Provision for doubtful accounts" for Q2 Fiscal 2001.
Interest Income
Interest income increased to $88,000 during the Fiscal 2001 Six Months from
$83,000 in the same period of the prior year for the same reasons discussed
under the caption "--Interest Income" for Q2 Fiscal 2001.
Interest and Debt Expense
Interest and debt expense increased to $1,443,000 for the Fiscal 2001 Six
Months from $1,178,000 in the same period a year ago, primarily due to increased
borrowings under the Company's credit facility. See "--Liquidity and Capital
Resources, Borrowings."
Other Income
Other income decreased to $679,000 for the Fiscal 2001 Six Months from
$737,000 for the same period a year ago, primarily due to exchange rate losses
incurred from the decline in the value of the euro, partially offset by the sale
of the Company's interest in the
10
<PAGE> 11
VANS Warped Tour(TM) and increased royalty income from the Company's licensees.
Royalty income from ITC has been reclassed to net sales from other income for
both the Fiscal 2001 Six Months and the Fiscal 2000 Six Months.
Income Tax Expense
Income tax expense increased to $5,838,000 for the Fiscal 2001 Six Months
from $4,811,000 for the same period in Fiscal 2000 as a result of the higher
earnings discussed above. The effective tax rate remained consistent, year-over-
year, at 34.0%.
Minority Share of Income
Minority interest increased to $789,000 for the Fiscal 2001 Six Months from
$738,000 for the same period a year ago, primarily due to: (i) the increased
profitability of Van Pac, LLC; and (ii) the inclusion of VASH, LLC, which did
not exist in the same period of the prior year.
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
$558,000 during the Fiscal 2001 Six Months, compared to an outflow of
$7,654,000 for the same period a year ago. Cash used from operations for the
Fiscal 2001 Six Months primarily resulted from: (i) an increase in net accounts
receivable to $38,228,000 at November 25, 2000, from $34,600,000 at May 31,
2000, as described below; (ii) an increase in net inventory to $61,721,000 at
November 25, 2000, from $50,142,000 at May 31, 2000, as described below; and
(iii) a decrease in accounts payable, accrued payroll and related expenses. Cash
outflows from operations for the Fiscal 2001 Six Months were partially offset by
the Company's earnings, the increase in income taxes payable, the decrease in
prepaid expenses, and the add-back for depreciation and amortization. Cash
outflows from operations in the Fiscal 2000 Six Months primarily resulted from
increases in accounts receivable and inventory and a reduction in accounts
payable.
The Company had a net cash outflow from investing activities of $8,449,000
in the Fiscal 2001 Six Months, compared to a net cash outflow of $7,562,000 in
the same period a year ago. The Fiscal 2001 Six Months outflows were primarily
due to capital expenditures related to new retail store openings and skateparks.
Cash used in investing activities for the Fiscal 2000 Six Months was primarily
related to new retail store openings.
The Company had a net cash inflow from financing activities of $6,180,000
for the Fiscal 2001 Six Months, compared to a net cash inflow of $18,933,000 for
the same period a year ago, 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 the Fiscal 2000 Six Months was primarily 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 $38,228,000 at November 25, 2000, primarily due
to an increase in the Company's domestic accounts receivable resulting from the
increase in sales discussed above. Inventories increased to $61,721,000 at
November 25, 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; and (ii) an increased
number of finished goods held for sale at the Company's retail stores to support
the net addition of 13 new stores, including three skateparks, and increased
sales.
Borrowings
The Company maintains a $78.0 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.
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<PAGE> 12
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 was
disbursed in Q1 Fiscal 2001 for capital expenditures. 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 (i) LIBOR plus a margin for advances of one,
two, three or six months, or (ii) a base rate of 9.5% as of November 25, 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 November 25, 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 November 25, 2000, the aggregate outstanding balance under
the note was $2,410,000.
Current Cash Position
The Company's cash position was $11,920,000 at November 25, 2000, compared
to $15,516,000 at May 31, 2000. The Company believes that it may need to
increase the Credit Facility to meet the cash requirements for its projected
sales growth over the next 12 months.*
Capital Resources
As of November 25, 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 two new factory outlet retail stores, one to
three full-price stores, and remodel two to four existing stores. The Company
estimates the aggregate cost of all of these new stores and remodels to be
between $1.0 million and $2.0 million.
The Company currently intends to open two to three additional skateparks in
the remainder of Fiscal 2001 and estimates the aggregate cost of its portion of
these projects to be between $3.5 million and $4.5 million, since the landlords
for these skateparks have agreed to pay a portion of the capital costs
associated with the construction of the parks.
In addition, the Company plans to expand its corporate offices located in
Santa Fe Springs, California. The Company estimates the cost of this expansion
to be approximately $500,000.
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.
--------
* 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 skateparks the Company decides to open which
must be financed in whole, or in part, by the Company; (iii) the Company's
product mix between footwear and snowboard boots; (iv) the Company's ability to
effectively manage its inventory levels; (v) timing differences in payment for
the Company's foreign-sourced product; (vi) the increased utilization of letters
of credit for purchases of foreign-sourced product; and (vii) timing differences
in payment for product which is sourced from countries which have longer
shipping lead times, such as China.
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<PAGE> 13
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 2000,
SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities, an Amendment of FASB Statement No. 133" was issued. The Statement
defers the effective date of SFAS No. 133 until the first quarter of Fiscal
2002. 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
Company does not currently believe the adoption of SAB 101 will have a material
impact on its financial position or results of operations.
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<PAGE> 14
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.
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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 and the Term Loan
bear 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." A hypothetical increase of 100 basis points
in short-term interest rates would result in a reduction of approximately
$400,000 in annual pre-tax earnings. The estimated reduction is based upon the
outstanding balances of the Revolver and Term Loan and assumes no change in the
volume, index or composition of debt at November 25, 2000. 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 exposure involves Europe.
In order to protect against the volatility associated with earnings currency
translations of foreign subsidiaries, 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 November 25, 2000, the
Company had $6.0 million outstanding in foreign exchange forward contracts,
which were entered into to hedge specific transactions denominated in currencies
other than the U.S. dollar.
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<PAGE> 16
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 24, 2000, the Company held its 2000 Annual Meeting of
Stockholders. The following matters were voted on at the meeting: (i) the
election of directors; (ii) approval of the Vans, Inc. 2000 Long-Term Incentive
Plan; (iii) approval of the Vans, Inc. CEO Bonus Plan; (iv) the re-ratification
and re-approval of the Vans, Inc. Stockholder Rights Plan; and (v) the
ratification and approval of KPMG LLP as the Company's independent auditors for
Fiscal 2001.
The results of the voting on these matters (including the names of all
persons elected as directors) are set forth below:
<TABLE>
<CAPTION>
VOTES
PROPOSAL VOTES FOR AGAINST/WITHHELD ABSTENTIONS BROKER NON-VOTES
-------- ------------ ---------------------- --------------- --------------------
<S> <C> <C> <C> <C>
Proposal No. 1 --
Election of Directors
Nominees:
Walter E. Schoenfeld 9,623,799 2,591,388 0 0
Gary H. Schoenfeld 9,665,499 2,549,688 0 0
Wilbur J. Fix 11,453,296 761,891 0 0
Gerald Grinstein 11,484,096 761,091 0 0
James R. Sulat 761,291 0 0
11,453,896
Kathleen M. Gardarian 11,453,396 761,791 0 0
Lisa M. Douglas 11,453,396 761,791 0 0
Charles G. Armstrong 11,453,816 761,371 0 0
Leonard R. Wilkens 11,453,596 761,591 0 0
Proposal No. 2 --
Vans, Inc. 2000 Long-Term
Incentive Plan 7,354,686 2,697,453 24,369 2,138,679
Proposal No. 3 --
Vans, Inc. CEO Bonus Plan 9,454,995 591,811 29,702 2,138,679
Proposal No. 4 --
Vans, Inc. Stockholder 6,699,438 3,376,937 18,433 2,120,379
Rights Plan
Proposal No. 5 --
Ratification of KPMG LLP
as Independent Auditors
for Fiscal 2001 12,193,280 16,743 5,164 0
</TABLE>
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLSOURE
Executive Officer Resignation. Scott A. Brabson resigned as the
Company's Vice President - Global Sourcing, effective as of December 1, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Employment Agreement, dated September 18, 2000, by and between the
Registrant and Craig E. Gosselin
10.2 Employment Agreement, dated October 10, 2000, by and between the
Registrant and Dana M. Guidice
10.3 Deferred Compensation Agreement, dated as of November 3, 1999, for
Gary H. Schoenfeld
10.4 Split Dollar Life Insurance Agreement, dated as of November 3, 1999,
for Gary H. Schoenfeld
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<PAGE> 17
10.5 Amendment No. 1 to Vans, Inc. 2000 Long-Term Incentive Plan
27 Financial Data Schedule
(b) Reports on Form 8-K. The Company filed one report on Form 8-K during
the quarterly period ended November 25. The report was dated
November 15, 2000, and disclosed the Company's selection as Footwear
News Company of the Year and certain Regulation FD disclosure.
17
<PAGE> 18
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: January 9, 2001 By: /s/ Gary H. Schoenfeld
------------------------------------------
GARY H. SCHOENFELD
President and Chief Executive Officer
Date: January 9, 2001 By: /s/ Kyle B. Wescoat
------------------------------------------
KYLE B. WESCOAT
Vice President and Chief Financial Officer
(Principal Financial and Accounting
Officer)
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<PAGE> 19
EXHIBIT INDEX
EXHIBIITS
10.1 Employment Agreement, dated September 18, 2000, by and between
the Registrant and Craig E. Gosselin
10.2 Employment Agreement, dated October 10, 2000, by and between the
Registrant and Dana M. Guidice
10.3 Deferred Compensation Agreement, dated as of November 3, 1999, for
Gary H. Schoenfeld
10.4 Split Dollar Life Insurance Agreement, dated as of November 3, 1999, for
Gary H. Schoenfeld
10.5 Amendment No. 1 to Vans, Inc. 2000 Long-Term Incentive Plan
27 Financial Data Schedule
19
