<PAGE>
UNITED STATES
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 MARCH 31, 1997.
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: 0-20850
HAGGAR CORP.
(Exact name of the registrant as specified in the charter)
NEVADA 75-2187001
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6113 LEMMON AVENUE
DALLAS, TEXAS 75209
(Address of principal executive offices)
TELEPHONE NUMBER (214) 352-8481
(Registrant's telephone number including area code)
Indicate by a 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 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
As of May 12, 1997, there were 8,551,382 shares of the Registrant's Common
Stock outstanding.
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations
(Three and six months ended March 31, 1997 and 1996) 3
Consolidated Balance Sheets
(As of March 31, 1997 and September 30, 1996) 4
Consolidated Statements of Cash Flows
(Six months ended March 31, 1997 and 1996) 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
Part II. Other Information.
Item 4. Submission of Matters to a Vote of
Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signature 12
Exhibit 11 13
2
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
Three Months Ended Six Months Ended
March 31, March 31,
-------------------- ---------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 98,608 $110,840 $202,765 $209,258
Cost of goods sold 70,184 80,740 143,603 152,073
-------- -------- -------- --------
Gross profit 28,424 30,100 59,162 57,185
Selling, general and administrative expenses (28,485) (26,999) (56,282) (52,488)
Royalty income, net 360 603 763 1,240
-------- -------- -------- --------
Operating income 299 3,704 3,643 5,937
Other income (expense), net 1,262 (271) 1,190 (121)
Interest expense (815) (880) (1,792) (1,649)
-------- -------- -------- --------
Income from operations before provision
for income taxes 746 2,553 3,041 4,167
Provision for income taxes 306 969 1,218 1,579
-------- -------- -------- --------
Net income $ 440 $ 1,584 $ 1,823 $ 2,588
-------- -------- -------- --------
-------- -------- -------- --------
Net income per common share and
common share equivalent $ 0.05 $ 0.19 $ 0.21 $ 0.30
-------- -------- -------- --------
-------- -------- -------- --------
Weighted average number of common shares
and common share equivalents outstanding 8,552 8,551 8,552 8,551
-------- -------- -------- --------
-------- -------- -------- --------
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
3
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
March 31, September 30,
1997 1996
----------- -------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,103 $ 2,944
Accounts receivable, net 48,458 74,556
Inventories 109,902 116,356
Deferred tax benefit 13,338 12,410
Insurance receivable - 100
Other current assets 3,188 3,546
-------- --------
Total current assets 183,989 209,912
Property, plant, and equipment, net 64,925 65,760
Other assets 2,507 2,662
-------- --------
$251,421 $278,334
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 15,389 $ 23,596
Accrued liabilities 29,937 34,524
Accrued wages and other employee compensation 2,608 3,447
Accrued workers' compensation expense 5,337 5,895
Accrued health insurance expense 2,826 2,541
Federal income taxes payable 1,350 1,189
Short-term borrowings 1,149 2,067
Current portion of long-term debt 418 481
-------- --------
Total current liabilities 59,014 73,740
Long-term debt 28,958 42,112
-------- --------
Total liabilities 87,972 115,852
STOCKHOLDERS' EQUITY
Common stock - par value $0.10 per share;
25,000,000 shares authorized and 8,560,636
shares issued at March 31, 1997 and
September 30, 1996 856 856
Additional paid-in capital 41,641 41,641
Retained earnings 120,953 119,986
-------- --------
163,450 162,483
Less - Treasury stock, 9,254 shares at
par value (1) (1)
-------- --------
Total stockholders' equity 163,449 162,482
-------- --------
$251,421 $278,334
-------- --------
-------- --------
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
Six Months Ended
March 31,
-------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,823 $ 2,588
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,515 1,887
Loss (gain) on disposal of property, plant,
and equipment (359) 51
Loss on sales of marketable securities - 532
Changes in assets and liabilities-
Accounts receivable, net 26,098 3,003
Inventories 6,454 (5,725)
Federal income tax receivable - (530)
Deferred tax benefit (928) 1,873
Insurance receivable 100 23,990
Other current assets 358 1,539
Accounts payable (8,207) (3,139)
Accrued liabilities and federal income
taxes payable (4,141) (10,511)
Accrued wages and other employee compensation (839) (419)
Accrued workers' compensation expense (558) (955)
-------- --------
Net cash provided by operating activities 25,316 14,184
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment, net (4,750) (8,083)
Proceeds from the sale of property, plant and
equipment 429 -
Proceeds from the sale of marketable securities - 5,028
Decrease in other assets 155 3,289
-------- --------
Net cash provided by (used in) investing
activities (4,166) 234
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (payments) from short-term borrowings (918) 282
Proceeds from issuance of long-term debt 26,000 266,000
Payments on long-term debt (39,217) (279,202)
Payments of cash dividends (856) (856)
-------- --------
Net cash used in financing activities (14,991) (13,776)
Increase in cash and cash equivalents 6,159 642
Cash and cash equivalents, beginning of period 2,944 2,230
-------- --------
Cash and cash equivalents, end of period $ 9,103 $ 2,872
-------- --------
-------- --------
Supplemental disclosure of cash flow information
Cash paid for:
Interest, net of amounts capitalized $ 1,312 $ 1,166
Income taxes $ 1,123 $ 265
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE>
HAGGAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS.
The consolidated balance sheet as of March 31, 1997, the consolidated
statements of operations for the three and six months ended March 31, 1997,
and the consolidated statements of cash flows for the six months ended March
31, 1997, have been prepared by Haggar Corp. (the "Company") without audit.
In the opinion of management, all necessary adjustments (which include only
normal recurring adjustments) to present fairly the consolidated financial
position, results of operations, and cash flows of the Company at March 31,
1997, and for all other periods presented, have been made. Certain
information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting
principles have been omitted. These financial statements should be read in
conjunction with the financial statements and accompanying footnotes in the
Company's Annual Report on Form 10-K for the year ended September 30, 1996.
CONCENTRATIONS OF CREDIT RISK.
Financial instruments which potentially expose the Company to concentrations
of credit risk, as defined by Statement of Financial Accounting Standards
("SFAS") No. 105, "Disclosure of Information about Financial Instruments with
Off-Balance Sheet Risk and Financial Instruments with Concentrations of
Credit Risk," consist primarily of trade accounts receivable. The Company's
customers are not concentrated in any specific geographic region but are
concentrated in the apparel industry. One customer accounted for 27.2% and
25.5% of the Company's net sales for the three months ended March 31, 1997
and 1996, respectively. The same customer accounted for 28.2% and 27.2% of
the Company's net sales for the six month period ended March 31, 1997 and
1996, respectively. The Company performs ongoing credit evaluations of its
customers' financial condition and establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific
customers, historical trends, and other information.
INVENTORIES.
Inventories are stated at the lower of cost (first-in, first-out) or market
and consisted of the following at March 31, 1997, and September 30, 1996 (in
thousands):
March 31, September 30,
1997 1996
--------- -------------
Piece goods $ 19,314 $ 23,335
Trimmings & supplies 6,013 5,991
Work-in-process 14,973 13,248
Finished garments 69,602 73,782
-------- --------
$109,902 $116,356
-------- --------
-------- --------
Work-in-process and finished garments inventories consisted of materials,
labor and manufacturing overhead.
6
<PAGE>
FINANCIAL INSTRUMENTS.
The Financial Accounting Standards Board ("FASB") issued SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," which
addresses the accounting and reporting requirements for both investments in
equity securities that have readily determinable fair values and for all
investments in debt securities. During the second quarter of fiscal 1996,
the Company sold all of its investments in preferred stock and equity
securities. The proceeds from the sale were used to reduce borrowings under
the Company's line of credit.
Realized gains and losses on investments in preferred stocks were determined
on a specific identification basis. For the three and six months ended March
31, 1997, there were no realized gains or losses recognized. For the three
and six months ended March 31, 1996, realized losses of $532,000 have been
recorded. The realized gains and losses for the three and six months ended
March 31, 1996, are included in "Other income, net" stated in the
accompanying Consolidated Statements of Operations.
LONG-TERM DEBT
Long-term debt consisted of the following at March 31, 1997, and September
30, 1996 (in thousands):
March 31, September 30,
1997 1996
--------- -------------
Borrowings under revolving
credit line $ - $13,000
Industrial Development Revenue
Bonds with interest at a rate equal
to that of high-quality, short-term,
tax-exempt obligations, as defined
(3.45% at March 31, 1997),
payable in annual installments of
$100, and a final payment of
$2,000 in 2005, secured by
certain buildings and equipment 2,800 2,900
Senior Notes Payable 25,000 25,000
Other 1,576 1,693
------- -------
29,376 42,593
Less - Current portion 418 481
------- -------
$28,958 $42,112
------- -------
------- -------
As of March 31, 1997, the Company had a $100,000,000 revolving credit line
agreement (the "Agreement") with certain banks subject to certain borrowing
base limitations. The Company had no debt outstanding and available
borrowing capacity of approximately $81,000,000 under this Agreement at March
31, 1997. The Company incurred approximately $91,000 in commitment fees
related to the available borrowing capacity during the six month period ended
March 31, 1997. The interest rates for the six month period ended March 31,
1997, ranged from 6.03% to 8.50%, and the weighted average interest rate for
the quarter and six month period was 8.09%. The facility will mature
December 31, 1998, with a one year renewal at the option of the banks and is
unsecured, except that the Company is prohibited from pledging its accounts
receivables and inventories during the term of the Agreement. The Agreement
contains limitations on incurring additional indebtedness and requires the
maintenance of certain financial ratios. In addition, the Agreement requires
the Company and Haggar Clothing Co., the Company's main operating subsidiary,
to maintain tangible net worth, as defined, in excess of $149,000,000 and
$55,000,000, respectively, as of March 31, 1997. For fiscal years after
1996, the Agreement requires the Company to maintain a tangible net worth in
excess of the tangible net worth
7
<PAGE>
requirement of the preceding fiscal year plus 50% of the Company's
consolidated net income. The Agreement prohibits the payment of any dividend
if either a default exists or the fixed charge ratio, as defined, is less
than 1.10 to 1.00 after giving effect to such dividend.
In fiscal 1995, the Company completed the sale and issuance of $25,000,000 in
senior notes (the "Allstate notes"). Proceeds from the notes were used to
partially fund the construction of the Company's new Customer Service Center
("CSC"). Significant terms of the senior notes include a maturity date of
ten years from the date of issuance, interest payable semi-annually and
annual principal payments beginning in the fourth year. The interest rate on
the senior notes is fixed at 8.49%. The terms and conditions of the note
purchase agreement governing the senior notes include restriction on the sale
of assets, limitation on additional indebtedness and the maintenance of
certain net worth requirements
NET INCOME PER COMMON SHARE AND COMMON SHARE EQUIVALENT
Net income per common share and common share equivalent is calculated by
dividing net income applicable to common stock by the weighted average shares
of common stock and common stock equivalents outstanding. Common share
equivalents represent the effect, if any, of the assumed purchase of common
shares, using the treasury stock method, pursuant to common stock options
issued under the Company's long-term incentive plan.
SFAS No. 128, "Earnings Per Share," issued in February 1997, mandates a
change in the methodology for calculating earnings per share. The Company
will implement the provisions of SFAS No. 128 in the first quarter of fiscal
1998. The implementation of SFAS No. 128 during the second quarter of fiscal
1997 would not have had a significant impact on the calculation of earnings
per share of the Company.
SUBSEQUENT EVENTS
Subsequent to March 31, 1997, the Company declared a cash dividend of $0.05
per share payable to the stockholders of record on May 5, 1997. The dividend
of approximately $428,000 will be paid on May 19, 1997.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the attached
consolidated financial statements and the notes thereto, and with the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1996.
RESULTS OF OPERATIONS
The Company's second quarter of fiscal 1997 net income to common stockholders
of $0.4 million compares to net income of $1.6 million in the second quarter
of fiscal 1996. Net income to common stockholders for the six months ended
March 31, 1997, was $1.8 million compared to $2.6 million for the six months
ended March 31, 1996. The reduction in net income is primarily the result of
decreased net sales during the second quarter of fiscal 1997 compared to net
sales during the second quarter of fiscal 1996.
Net sales for the second quarter ended March 31, 1997, decreased 11.0% to
$98.6 million from $110.8 million for the second quarter of fiscal 1996. The
decrease in net sales for the second quarter of fiscal 1997 is the combined
result of a 11.6% decrease in unit sales and a 0.7% increase in the average
sales price. Net sales for the six months ended March 31, 1997, decreased
3.1% to $202.8 million compared to $209.3 million in the prior fiscal year.
The 3.1% decrease in the first six months of fiscal 1997 is the result of a
3.1% decrease in unit sales while the average sales price remained
approximately the same. The decrease in unit sales for both the three months
and six months ended March 31, 1997, is attributable to shipment delays
commencing in the month of March as a result of problems encountered during
the implementation of an upgraded customer service, order processing and
billing software system. (See, "Management Information System.")
Gross profit as a percentage of net sales increased to 28.8% in the second
quarter of fiscal 1997 compared to 27.2% in the second quarter of the prior
fiscal year. Gross profit for the first six months of fiscal 1997 increased
to 29.2% compared to 27.3% in the first six months of fiscal 1996. The
increase in gross profit is primarily the result of lower manufacturing costs
attributable to an increase in the proportion of offshore production relative
to domestic production.
Selling, general and administrative expenses as a percentage of net sales
increased to 28.9% in the second quarter of fiscal 1997 compared to 24.4% in
the second quarter of fiscal 1996. For the six months ended March 31, 1997,
selling, general and administrative expenses as a percentage of net sales
increased to 27.8% compared to 25.1% in the first six months of the prior
fiscal year. The increase in selling, general and administrative expenses as
a percent of net sales for the three months and six months ended March 31,
1997, is primarily the result of an increase in depreciation expense of
approximately $2.3 million related to the Customer Service Center (CSC) which
was put into service in the third quarter of 1996, together with an
approximate $2.6 million increase in expenses related to the opening and
operations of new retail stores. There were 17 additional retail stores open
and operating at the end of the second quarter of fiscal 1997 as compared to
the same quarter one year ago.
Other income for the second quarter of fiscal 1997 was $1.3 million compared
to other expense of $0.3 million in the second quarter of fiscal 1996. For
the six month period ended March 31, 1997, other income was $1.2 million
compared to other expense of $0.1 million for the same period during fiscal
1996. The primary reasons for the increase in other income for both the three
months and six months ended March 31, 1997, were a gain of approximately $0.4
million on the sale of two properties and a gain of approximately $0.5
recognized on the dissolution of a joint venture in the United Kingdom. The
other expense in the second quarter of fiscal 1996 primarily reflects the
sale of the marketable security portfolio for a loss of approximately $0.5
million.
9
<PAGE>
Interest expense in the second quarter of fiscal 1997 decreased slightly to
$0.8 million compared to $0.9 million in the second quarter of fiscal 1996.
Interest expense for the first six months of fiscal 1997 increased to $1.8
million compared to interest expense of $1.6 million in the first six months
of fiscal 1996. Although the Company has substantially reduced debt,
interest expense has increased from the similar period of the prior fiscal
year due to the capitalization of interest related to the CSC of
approximately $0.7 million and $1.4 million incurred during the second
quarter and first six months of fiscal 1996, respectively.
Income tax expense for the second quarter of fiscal 1997, as a percent of
income before provision for income taxes, was 41.0% compared to 38.0% in the
second quarter of fiscal 1996. For the six months ended March 31, 1997,
income tax expense as a percent of income before provision for income taxes
was 40.0% compared to 37.9% in the first six months of 1996. The effective
tax rates for both the second quarter and the first six months of fiscal 1997
and 1996 differ from the statutory rate because of state taxes and certain
permanent tax differences.
LIQUIDITY AND CAPITAL RESOURCES
The Company's trade accounts receivable potentially expose the Company to
concentrations of credit risks because most of its customers are in the
retail apparel industry. The Company performs ongoing credit evaluations of
its customers' financial condition and establishes an allowance for doubtful
accounts based upon the factors related to the credit risk of specific
customers, historical trends and other information. The Company's trade
accounts receivable decreased approximately $26.1 million to $48.5 million at
March 31, 1997 from $74.6 million at September 30, 1996. This decrease in
trade accounts receivable is the result of decreased sales volume in the
second quarter of fiscal 1997 and seasonal reductions.
Inventories as of March 31, 1997, decreased to $109.9 million from $116.4
million at September 30, 1996. The continued decrease in inventory levels
during fiscal 1996 and the first six months of fiscal 1997 reflects the
Company's ongoing efforts to decrease inventory to a level commensurate with
projected sales.
The Company's ongoing external financing needs are met through an unsecured
revolving credit facility with certain banks. The Agreement provides the
Company with a $100.0 million line of credit. The amount available under the
Agreement is limited to the lesser of $100.0 million minus any letter of
credit exposure or the borrowing base as defined in the Agreement. As of
March 31, 1997, the Company had no borrowings outstanding under the Agreement
and had available borrowing capacity of approximately $81.0 million.
In fiscal 1995, the Company issued $25.0 million in senior notes.
Significant terms of the senior notes include a maturity date of ten years
from the date of issuance, interest payable semi-annually and annual
principal payments beginning in the fourth year. The interest rate on the
senior notes is fixed at 8.49%. The terms and conditions of the note purchase
agreement governing the senior notes include restrictions on the sale of
assets, limitations on additional indebtedness, and the maintenance of
certain net worth requirements.
The Company's Haggar UK subsidiary maintains $6.6 million in lines of credit
with banks in the United Kingdom to fund operating activities. As of March
31, 1997, the subsidiary had approximately $1.1 million outstanding under
these lines of credit. The lines of credit have been partially
collateralized by approximately $5.0 million in letters of credit from the
Company and are payable upon demand. Interest under the lines of credit is
payable at 1% above the banks' base rates.
The Company reached an agreement in principle with its joint venturer, Coats
Viyella Plc, to dissolve and wind-up the joint venture of the two firms in the
United Kingdom. The dissolution of this partnership resulted in an
approximately $0.5 million gain included in other income during the second
quarter of
10
<PAGE>
fiscal 1997. The Company intends to continue to market Haggar-Registered
Trademark- apparel in the United Kingdom, including Northern Ireland and the
Republic of Ireland, through its Haggar UK subsidiary.
For the six months ended March 31, 1997 the Company provided cash from
operating activities of approximately $25.3 million primarily as the result
of a decrease in accounts receivable of $26.0 million. The Company provided
approximately $14.2 million in cash from operating activities for the six
months ended March 31, 1996, primarily as a result of the decrease in
insurance receivable of $24.0 million due to the collection of proceeds from
the insurance carrier, offset by a decrease in accrued liabilities and
federal income taxes payable of $10.5 million. The Company used
approximately $4.2 million in investing activities for the six months ended
March 31, 1997, primarily to purchase property, plant and equipment. For the
six months ended March 31, 1996, approximately $0.2 million in cash flow was
provided by invested activities primarily as the net result of $5.0 million
from the sale of all of its investments in preferred stock and equity
securities and a decrease in other assets of $3.3 million, offset by the
purchase of $8.1 million in property, plant and equipment. For the six
months ending March 31, 1997, cash flows used in financing activities were
primarily the result of payment of $39.2 million on long-term debt offset by
the issuance of $26.0 million in long-term debt. Comparatively, cash flows
used in financing activities for the six months ended March 31, 1996, were
primarily the result of payment of $279.2 million on long-term debt offset by
the issuance of $266.0 million in long-term debt.
The Company believes that the cash flow generated from operations and the
funds available under the foregoing credit facilities will be adequate to
meet its working capital and related financing needs for the foreseeable
future.
NEW ACCOUNTING STANDARDS.
In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation." As a result of this
statement, the Company will begin to provide additional disclosures related
to its stock based compensation plans in its 1997 audited financial
statements. Adoption of SFAS No. 123 will not have a material effect on the
Company's financial position or results of operations.
SFAS No. 128, "Earnings Per Share," issued in February 1997, mandates a
change in the methodology for calculating earnings per share. The Company
will implement the provisions of SFAS No. 128 in the first quarter of fiscal
1998. The implementation of SFAS No. 128 during the second quarter of fiscal
1997 would not have had a significant impact on the calculation of earnings
per share of the Company.
MANAGEMENT INFORMATION SYSTEM.
During the second quarter of fiscal 1997, the Company modified its previous
management information systems by implementing a software system to manage,
among other things, customer service, order allocation, billing to customers
and calculations of commissions for the Company's sales associates. The
Company expects this system to ultimately improve operational efficiencies
and facilitate future growth. However, during the implementation of this
system, the Company encountered problems that adversely impacted the second
quarter of fiscal 1997, primarily as the result of shipping delays in March.
While the Company continues to address these issues and improve system
functionality, the Company may also experience some disruption in shipments
during the third quarter.
FORWARD LOOKING STATEMENTS.
This report contains certain forward-looking statements. In addition, from
time to time the Company may issue press releases and other written
communications, and representatives of the Company may make oral statements,
which contain forward-looking information. Except for historical
information, matters discussed in such oral and written communications are
forward-looking statements that involve risks and
11
<PAGE>
uncertainties which could cause actual results to differ materially from
those in such forward-looking statements.
Risks and uncertainties inherent to the Company's line of business include
such factors as natural disasters, general economic conditions, the
performance of the retail sector in general and the apparel industry in
particular, the competitive environment, consumer acceptance of new products,
and the success of advertising, marketing and promotional campaigns.
Additional risks and uncertainties which could cause the Company's actual
results to differ from those contained in any forward-looking statements are
discussed elsewhere herein.
PART II. OTHER INFORMATION.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's Annual Meeting of Stockholders was held on February 13, 1997.
At such meeting, Frank D. Bracken and Rae F. Evans were elected to serve as
Class I directors of the Company for a three-year term and until their
respective successors are elected and qualified. Of 7,908,811 shares
represented at the meeting in person or by proxy, Mr. Bracken and Mrs. Evans
received 7,830,396 and 7,876,175 votes, respectively, for their election as
Class I directors. Other directors whose term of office continued after the
meeting are J.M. Haggar, III, Norman E. Brinker, Richard W. Heath and Carlos
H. Cantu.
The appointment of Arthur Andersen LLP was ratified with 7,892,456 shares
voted for, 7,994 shares voted against, no broker nonvotes and 8,361 shares
abstained.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Pages
11 Statement Regarding Computation of Net Income per Common Share. 13
(b) No reports on Form 8-K filed have been filed during the quarter for which
this report is filed.
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.
Haggar Corp.,
Date: May 13, 1997 By: /s/ Billy G. Langston
------------ ----------------------------
Billy G. Langston
Senior Vice President,
Administration and Planning
Signed on behalf of the
registrant and as principal
financial officer.
12
<PAGE>
EXHIBIT 11
HAGGAR CORP. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER COMMON SHARE
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
Three Months Ended Six Months Ended
March 31, March 31,
--------------------- -----------------------
1997 1996 1997 1996
------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income to common stockholders $ 440 $ 1,584 $ 1,823 $ 2,588
Weighted average common shares and common
share equivalents outstanding 8,552 8,551 8,552 8,551
------- -------- -------- --------
Net income per common share and common share
equivalents $ 0.05 $ 0.19 $ 0.21 $ 0.30
------- -------- -------- --------
------- -------- -------- --------
Computation of weighted average common shares
and common share equivalents outstanding:
Weighted average common shares outstanding 8,551 8,551 8,551 8,551
Shares equivalents, due to stock options 1 - 1 -
------- -------- -------- --------
8,552 8,551 8,552 8,551
------- -------- -------- --------
------- -------- -------- --------
</TABLE>
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE ANNUAL REPORT ON FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH ANNUAL REPORT ON FORM 10-K.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
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0
0
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