<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
F O R M 10-Q
For the Quarter Ended July 1, 2000 Commission File Number 1-5315
-------------------------------------
S P R I N G S I N D U S T R I E S, I N C.
(Exact name of registrant as specified in its charter)
SOUTH CAROLINA 57-0252730
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 North White Street
Fort Mill, South Carolina 29715
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(803) 547-1500
-------------------------------------
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 reports), and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes [X] No [ ]
-------------------------------------
As of August 8, 2000, there were 10,768,952 shares of Class A Common Stock and
7,154,763 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.
-------------------------------------
There are 22 pages in the sequentially numbered, manually signed original of
this report.
The Index to Exhibits is on Page 20
<PAGE> 2
TABLE OF CONTENTS TO FORM 10-Q
<TABLE>
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PAGE
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PART I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS 3
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 11
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 17
PART II - OTHER INFORMATION
ITEM PAGE
6. EXHIBITS 18
SIGNATURES 19
EXHIBIT INDEX 20
</TABLE>
<PAGE> 3
PART I
ITEM I - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Operations
and Retained Earnings
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------------ ------------------------------
JULY 1, JULY 3, JULY 1, JULY 3,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
OPERATIONS
Net sales ....................................... $ 573,128 $ 544,909 $ 1,166,352 $ 1,128,909
Cost and expenses:
Cost of goods sold ............................ 456,994 446,556 935,161 928,409
Selling, general and
administrative expenses ..................... 72,946 69,274 147,264 138,814
Provision for uncollectible
receivables ................................. 1,282 1,589 2,297 4,371
Restructuring and
realignment expenses ........................ 2,890 -- 2,890 --
Year 2000 expenses ............................ -- 263 -- 715
Interest expense .............................. 8,018 6,561 15,894 12,890
Other(income)expense, net ..................... 139 (785) 57 (2,312)
------------ ------------ ------------ ------------
Total ......................................... 542,269 523,458 1,103,563 1,082,887
------------ ------------ ------------ ------------
Income before income taxes ....................... 30,859 21,451 62,789 46,022
Income tax provision ............................. 11,415 8,157 23,238 17,484
------------ ------------ ------------ ------------
Net income .................................... $ 19,444 $ 13,294 $ 39,551 $ 28,538
============ ============ ============ ============
Basic earnings per common
share ........................................... $ 1.08 $ .74 $ 2.21 $ 1.60
============ ============ ============ ============
Diluted earnings per common
share ........................................... $ 1.06 $ .73 $ 2.16 $ 1.57
============ ============ ============ ============
Cash dividends declared per common share:
Class A common shares .......................... $ .33 $ .33 $ .66 $ .66
============ ============ ============ ============
Class B common shares .......................... $ .30 $ .30 $ .60 $ .60
============ ============ ============ ============
Basic weighted-average
common shares outstanding ....................... 17,923 17,866 17,917 17,849
Dilutive effect of stock-
based compensation awards ....................... 408 305 352 281
------------ ------------ ------------ ------------
Diluted weighted-average
common shares outstanding ....................... 18,331 18,171 18,269 18,130
============ ============ ============ ============
RETAINED EARNINGS
Retained earnings at
beginning of period ............................ $ 692,580 $ 641,515 $ 678,170 $ 631,943
Net income ...................................... 19,444 13,294 39,551 28,538
Cash dividends declared ......................... (5,699) (5,683) (11,396) (11,355)
------------ ------------ ------------ ------------
Retained earnings at end of
period ......................................... $ 706,325 $ 649,126 $ 706,325 $ 649,126
============ ============ ============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE> 4
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
JULY 1, JANUARY 1,
2000 2000
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ...................... $ 2,838 $ 4,210
Accounts receivable, net ....................... 314,779 302,210
Inventories, net ............................... 518,038 479,328
Other .......................................... 38,504 37,669
------------ ------------
Total current assets ......................... 874,159 823,417
------------ ------------
Property ......................................... 1,484,932 1,452,877
Accumulated depreciation ....................... (858,631) (827,234)
------------ ------------
Property, net ................................ 626,301 625,643
------------ ------------
Goodwill and other assets ........................ 125,634 125,938
------------ ------------
Total ........................................ $ 1,626,094 $ 1,574,998
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings .......................... $ 56,400 $ 35,450
Current maturities of long-term debt ........... 20,813 21,203
Accounts payable ............................... 100,868 106,569
Other accrued liabilities ...................... 123,527 137,199
------------ ------------
Total current liabilities .................... 301,608 300,421
------------ ------------
Noncurrent liabilities:
Long-term debt ................................. 310,203 283,534
Accrued benefits and deferred
compensation .................................. 176,398 179,472
Other .......................................... 35,127 36,700
------------ ------------
Total noncurrent liabilities ................. 521,728 499,706
------------ ------------
Shareholders' equity:
Class A common stock- $.25 par value
(10,860,913 and 10,844,536 shares
issued in fiscal 2000 and 1999,
respectively) ................................ 2,715 2,712
Class B common stock- $.25 par value
(7,154,763 and 7,156,663 shares issued and
outstanding in fiscal 2000 and 1999,
respectively) ................................ 1,789 1,789
Additional paid-in capital ..................... 103,953 103,584
Retained earnings .............................. 706,325 678,170
Cost of Class A common shares in treasury
(92,131 and 95,850 shares in fiscal 2000
and 1999, respectively) ...................... (2,105) (2,181)
Accumulated other comprehensive loss ........... (9,919) (9,203)
------------ ------------
Total shareholders' equity ................... 802,758 774,871
------------ ------------
Total ........................................ $ 1,626,094 $ 1,574,998
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE> 5
SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
-------------------------------
JULY 1, JULY 3,
2000 1999
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<S> <C> <C>
Operating activities:
Net income ............................................... $ 39,551 $ 28,538
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ........................... 52,812 51,635
Provision for restructuring costs ....................... 2,890 --
Provision for uncollectible receivables ................. 2,297 4,371
(Gains)losses on sales of property ...................... 672 (1,575)
Changes in working capital, net ......................... (71,390) (63,011)
Other, net .............................................. (6,865) (11,091)
---------- ----------
Net cash provided by operating activities ............ 19,967 8,867
---------- ----------
Investing activities:
Purchases of property .................................... (53,302) (82,287)
Proceeds from sales of property .......................... 753 4,161
Net proceeds from sales of businesses .................... -- 36,094
Business acquisitions, net of cash acquired .............. -- (48,248)
Principal collected on notes receivable .................. 952 972
Notes receivable ......................................... -- (610)
---------- ----------
Net cash used by investing activities ................ (51,597) (89,918)
---------- ----------
Financing activities:
Proceeds from short-term borrowings, net ................. 20,950 43,479
Proceeds from long-term debt ............................. 90,000 45,000
Repayments of long-term debt ............................. (63,721) (39,099)
Proceeds from exercise of stock options .................. 119 1,258
Cash dividends paid ...................................... (17,090) (17,023)
---------- ----------
Net cash provided by financing activities ............ 30,258 33,615
---------- ----------
Decrease in cash and cash equivalents ...................... (1,372) (47,436)
Cash and cash equivalents at beginning of period ........... 4,210 48,127
---------- ----------
Cash and cash equivalents at end of period ................. $ 2,838 $ 691
========== ==========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE> 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies:
The accompanying unaudited, condensed, consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United
States of America ("generally accepted accounting principles") for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) necessary for a
fair presentation have been included. Operating results for the
three-month and six-month periods ended July 1, 2000, are not
necessarily indicative of the results that may be expected for the year
ending December 30, 2000. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
annual report on Form 10-K for the year ended January 1, 2000 (the
"1999 Annual Report") of Springs Industries, Inc. ("Springs" or the
"Company").
Use of Estimates: Preparation of the Company's condensed consolidated
financial statements in accordance with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosures
relating to contingent assets and liabilities, and the reported amounts
of revenues and expenses. Actual results could differ from those
estimates and assumptions.
Reclassifications: Certain prior-year amounts have been reclassified to
conform with the fiscal 2000 presentation.
Segment Reporting: The Company's operations have been aggregated into
one reportable segment in accordance with Financial Accounting
Standards Board ("FASB") Statement No. 131, "Disclosures about Segments
of an Enterprise and Related Information." The Company evaluates its
performance based on profit from operations, which is defined as net
sales less cost of goods sold, selling, general, and administrative
expenses, and the provision for uncollectible receivables. Profit from
operations and the reconciliation to the Company's consolidated income
before taxes for the three-month and six-month periods ended July 1,
2000 and July 3, 1999 were as follows: (in millions)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-Six Weeks Ended
---------------------- ----------------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Profit from operations .... $ 41.9 $ 27.5 $ 81.6 $ 57.3
Restructuring and
realignment expenses ..... 2.9 -- 2.9 --
Year 2000 expenses ........ -- 0.3 -- 0.7
Interest expense .......... 8.0 6.5 15.9 12.9
Other (income) expense,
net ...................... 0.1 (0.8) -- (2.3)
-------- -------- -------- --------
Income before income
taxes .................... $ 30.9 $ 21.5 $ 62.8 $ 46.0
======== ======== ======== ========
</TABLE>
<PAGE> 7
Recently Issued Accounting Standards: In June 1998, the FASB issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities", which was amended in June 2000, by the issuance of
Statement No. 138, "Accounting for Certain Derivative Instruments and
Certain Hedging Activities(an amendment of FASB Statement No. 133)."
This statement, as amended, will require the Company to recognize all
derivatives on the Consolidated Balance Sheet at fair value, and may
impact the Company's earnings depending on the instruments held at the
time of adoption. The Company will be required to adopt this statement,
as amended, beginning in its 2001 fiscal year, and is in the process of
determining the impact of this standard on its financial position,
results of operations and cash flows.
2. Accounts Receivable:
The Company performs ongoing credit evaluations of its customers'
financial conditions and, typically, requires no collateral from its
customers. The Company's reserve for doubtful accounts was $9.5 million
at July 1, 2000, compared to $9.7 million at January 1, 2000. The
decrease in the reserve for doubtful accounts reflects a year-to-date
provision for doubtful accounts of $2.3 million and net write-offs of
approximately $2.5 million for previously reserved accounts.
3. Inventories:
Inventories are summarized as follows: (in thousands)
<TABLE>
<CAPTION>
July 1, January 1,
2000 2000
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Standard cost (which approximates current cost):
Finished goods ....................................... $ 358,819 $ 328,383
In process ........................................... 185,728 181,323
Raw materials and supplies ........................... 58,094 64,293
---------- ----------
602,641 573,999
Less LIFO reserve ..................................... (84,603) (94,671)
---------- ----------
Total ................................................ $ 518,038 $ 479,328
========== ==========
</TABLE>
4. Acquisitions and Divestiture:
During the first quarter of 1999, the Company completed two
acquisitions and one divestiture. Please refer to the 1999 Annual
Report for further discussion of the following transactions.
On January 23, 1999, the Company acquired Regal Rugs, Inc. ("Regal"),
an importer and manufacturer of bath and accent rugs. Regal's operating
results have been included in the Company's consolidated financial
statements beginning as of the January 23, 1999, acquisition date.
On January 5, 1999, the Company acquired American Fiber Industries, LLC
("AFI"), a manufacturer and distributor of bed pillows, mattress pads,
down comforters and comforter accessories. AFI's operating results have
been included in the Company's consolidated financial statements
beginning as of the January 5, 1999, acquisition date.
<PAGE> 8
Effective March 31, 1999, the Company sold its UltraFabrics business.
First-quarter 1999 sales and pretax operating profit for the
UltraFabrics business were not material.
5. Restructuring and Realignment Expenses:
In the second quarter of 2000, the Company adopted a plan to phase out
production and close plants in Griffin and Jackson, Georgia, which
manufactured certain baby products, and to phase out yarn production
for terry towels at its No. 2 plant in Griffin, during August 2000. The
Company recorded a pretax charge of $2.9 million, which included a $2.4
million accrual for severance costs arising from the elimination of an
estimated 389 hourly and 37 salaried manufacturing positions, a $0.3
million impairment charge for machinery and equipment to be sold
(impairment was determined by comparing the net book value against
estimated sales value less costs to sell), and a $0.2 million accrual
for estimated idle plant costs. These charges relate primarily to the
baby products facilities since costs related to the terry yarn facility
were not significant. The Company expects to complete the restructuring
plan by the end of the first quarter of fiscal 2001.
The restructuring accrual consisted of the following costs as of July
1, 2000: (in millions)
<TABLE>
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Employee severance costs $ 2.4
Asset impairment 0.3
Idle plant costs 0.2
--------
Total restructuring accrual $ 2.9
========
</TABLE>
6. Accrued Benefits and Deferred Compensation:
The long-term portion of accrued benefits and deferred compensation was
comprised of the following: (in thousands)
<TABLE>
<CAPTION>
July 1, January 1,
2000 2000
--------- ----------
<S> <C> <C>
Postretirement medical benefit obligation $ 60,648 $ 62,097
Deferred compensation 64,634 68,132
Other employee benefit obligations 51,116 49,243
--------- ---------
Total $ 176,398 $ 179,472
========= =========
</TABLE>
The liabilities are long term in nature and will be paid over time in
accordance with the terms of the plans.
7. Financing Arrangements:
For the six-month period ended July 1, 2000, the Company borrowed an
additional $35.0 million through its existing long-term revolving
credit agreement, which will expire in December 2002. The LIBOR-based
weighted-average interest rate on this agreement was 6.7 percent as of
July 1, 2000.
<PAGE> 9
8. Comprehensive Income:
Comprehensive income was $18.6 million and $13.0 million for the
three-month periods and $38.8 million and $29.3 million for the
six-month periods ended July 1, 2000, and July 3, 1999, respectively.
Net income differed from comprehensive income due to foreign currency
translation adjustments.
9. Income Taxes:
The Company's provision for income taxes for fiscal 2000 is based on an
estimated 37 percent effective tax rate, compared to 38 percent during
fiscal 1999. This change is due to the Company's ongoing tax planning
strategies and management of tax rates in various jurisdictions.
10. Contingencies:
During the second quarter of 2000, Springs received a proposed state
sales and use tax assessment in the amount of $3.0 million. The Company
has accrued a significant portion of this assessment, which is
reflected in second-quarter selling, general and administrative
expenses. The Company is challenging this assessment and actual amounts
paid to the state may differ.
As disclosed in its 1999 Annual Report, Springs is involved in certain
administrative proceedings governed by environmental laws and
regulations, including proceedings under the Comprehensive
Environmental Response, Compensation, and Liability Act. The potential
costs to the Company related to all of these environmental matters are
uncertain due to such factors as: the unknown magnitude of possible
pollution and cleanup costs; the complexity and evolving nature of
governmental laws and regulations and their interpretations; the
timing, varying costs and effectiveness of alternative cleanup
technologies; the determination of the Company's liability in
proportion to other potentially responsible parties; and the extent, if
any, to which such costs are recoverable from insurers or other
parties.
In connection with these proceedings, the Company estimates the range
of possible losses to be between $6 million and $15 million and has
accrued an undiscounted liability of approximately $10.3 million as of
July 1, 2000, which represents management's best estimate of Springs'
probable liability concerning all known environmental matters.
Management believes the $10.3 million will be paid out over the next 15
years. This accrual has not been reduced by any potential insurance
recovery to which the Company may be entitled regarding environmental
matters. Environmental matters include a site listed on the United
States Environmental Protection Agency's ("EPA") National Priority List
where Springs is the sole responsible party. Springs, the EPA and the
United States Department of Justice have executed a consent decree
related to this site. Soil cleanup was completed in 1993, subject to
final approval by the EPA, and the approved EPA groundwater remedy
began in 1996. There are no other known sites which the Company
presently believes may involve material amounts.
<PAGE> 10
Springs is also involved in various legal proceedings and claims
incidental to its business. Springs is protecting its interests in all
such proceedings.
In the opinion of management, based on the advice of counsel, the
likelihood that the resolution of the above matters would have a
material adverse impact on either the financial condition or the future
results of operations of Springs is remote.
<PAGE> 11
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Springs Industries, Inc. ("Springs" or "the Company") is engaged in
manufacturing, marketing and selling textile and non-textile home furnishings
products. The Company's product line includes sheets, pillows, pillowcases,
bedspreads, comforters, mattress pads, baby bedding and infant apparel, towels,
shower curtains, bath and accent rugs, other bath fashion accessories,
over-the-counter home-sewing fabrics, drapery hardware, and hard and soft
decorative window fashions.
The Company's emphasis on the home furnishings market has developed into three
strategic initiatives: focus on key accounts; brand investment and expansion;
and manufacturing and purchasing efficiencies. These initiatives commenced in
1998 and continue to be enhanced and expanded.
In June 2000, the Company announced a restructuring plan to reduce certain
production costs. In August 2000, the Company will phase out production and
close plants in Griffin and in Jackson, Georgia, which manufacture certain baby
products. The Company will also phase out yarn production at the Griffin,
Georgia terry towel plant No. 2 in August 2000, and transfer that production to
the Company's Griffin plant No. 5 and Hartwell, Georgia facilities. As a result
of this plan, an after-tax restructuring charge of $1.8 million, or $0.10 per
diluted share, was recorded in June 2000, principally for severance and idle
plant costs. See RESTRUCTURING AND REALIGNMENT EXPENSES for additional
information.
Consistent with the Company's home furnishings market strategy, Springs acquired
two home furnishings businesses in the first quarter of 1999. On January 23,
1999, the Company acquired Regal Rugs, Inc. ("Regal"), an importer and
manufacturer of bath and accent rugs, for approximately $35 million. The
acquisition was accounted for as a purchase, and Regal's operating results have
been included in the Company's consolidated financial statements beginning as of
the January 23, 1999, acquisition date. On January 5, 1999, the Company acquired
the remaining 50 percent interest in American Fiber Industries, LLC ("AFI"), a
manufacturer and distributor of bed pillows, mattress pads, down comforters, and
comforter accessories, for approximately $15 million. The Company has accounted
for the remaining interest as a purchase, and AFI's operating results have been
included in the Company's consolidated financial statements since the January 5,
1999, acquisition date. Please refer to the Company's consolidated financial
statements and footnotes thereto included in the annual report on Form 10-K for
the year ended January 1, 2000 (the "1999 Annual Report") for additional
information.
RESULTS OF OPERATIONS
Sales
Net sales for the second quarter of 2000 were $573.1 million, up 5.2 percent
from the second quarter of 1999. This increase was principally driven by the
Company's key accounts, with continued sales growth of bedding products to major
mass merchants and specialty stores, and higher sales of window fashions
products to home improvement retailers. The Company continues to experience
incremental sales growth over the prior year resulting from its
<PAGE> 12
decision to introduce the Springmaid(R) brand to mass merchants. The AFI, Regal,
and Canadian businesses also experienced strong increases in sales volume over
the prior year. These positive sales trends were partially offset by lower sales
to department stores and smaller specialty stores.
During the first six months of 2000, net sales were $1.166 billion, up 3.3
percent from a year ago. The year-to-date increase reflects higher sales of bed,
bath and window fashions products to the Company's key accounts, as well as
higher sales from the AFI and Regal businesses. The growth in the key accounts
continues to be partially offset by lower levels of sales to department stores
and smaller specialty stores compared to prior-year periods.
Earnings
Net income for the second quarter was $19.4 million, or $1.06 per diluted share,
compared to $13.3 million, or $0.73 per diluted share in the second quarter of
1999. Second quarter 2000 earnings included a one-time after-tax charge of $1.8
million, or $0.10 per diluted share, related to the Company's previously
mentioned restructuring plan. See RESTRUCTURING AND REALIGNMENT EXPENSES for
additional discussion. Second quarter 1999 earnings included after-tax Year 2000
expenses of $0.2 million, or $0.01 per diluted share. Excluding the
restructuring and realignment charge in the current year and Year 2000 expenses
in the prior year, second quarter net income would have been $21.3 million, or
$1.16 per diluted share, in 2000 compared to $13.5 million, or $0.74 per diluted
share, in the prior year.
The increase in earnings was driven primarily by the increase in sales volume
and improvements in second-quarter gross margin, from 18.0 percent in 1999 to
20.3 percent in 2000. The gross margin improvement resulted primarily from
improved purchasing efficiencies. Additionally, Springs had previously disclosed
that second quarter margins were expected to include a negative impact from
higher sales of accumulated off-quality and closeout merchandise. The Company
did not sell as much of these products as anticipated due to unfavorable pricing
that existed during the quarter. These improvements in gross margin were
partially offset by increased customer claims. The 2000 gross margin for the
quarter excludes the impact of the second-quarter restructuring and realignment
charge.
The Company's selling, general and administrative expense rate for the second
quarter of 2000 decreased slightly when compared to the second quarter of
1999. The rate for the second quarter reflects higher spending for advertising
and promotions to support brand initiatives. During the second quarter of 2000,
Springs received a proposed state sales and use tax assessment in the amount of
$3.0 million. The Company has accrued a significant portion of this assessment,
although Springs is challenging the assessment and actual amounts paid to the
state may differ. In the second quarter of 1999, a higher provision for bad
debts, Year 2000 expenses, and higher fees for management advisory services
related to the Company's development of its manufacturing and purchasing
efficiency initiatives resulted in a higher selling, general and administrative
rate, when compared to the second quarter of 2000.
Net income for the first six months of 2000 was $39.6 million, or $2.16 per
diluted share, compared to last year's $28.5 million, or $1.57 per diluted
share. Net income before the effects of the previously mentioned restructuring
and realignment charge and Year 2000 expenses would have been
<PAGE> 13
$41.4 million, or $2.26 per diluted share, for the first six months of 2000,
compared to $29.0 million, or $1.60 per diluted share, for the first six months
of 1999.
The increase in earnings for the first six months of 2000 was driven primarily
by the increases in sales volumes and by improvements in gross margin, from 17.8
percent in 1999 to 19.8 percent in 2000. This increase resulted primarily from
improved manufacturing productivity and improved purchasing efficiencies. The
gross margin for the first six months of 2000 excludes the impact of the
second-quarter restructuring and realignment charge.
Selling, general and administrative expenses increased slightly in the first
half of 2000, compared to the first half of 1999. The increase reflects higher
spending in the current year for advertising, promotions, sales and marketing
expenses, and the second-quarter state sales and use tax assessment. The rate
for the first half of 1999 reflects a higher provision for bad debts than the
current year, Year 2000 expenses and higher fees for management advisory
services related to the Company's development of its manufacturing and
purchasing efficiency initiatives.
Outlook
The Company expects that the current sales growth rate over the prior year to
continue during the second half of 2000 through growth in the Company's key
accounts, the introduction of new programs in the fall, and the sale of
accumulated levels of off-quality and closeout merchandise. While the current
sales growth levels and improvements in gross margins related to manufacturing
and purchasing efficiencies are expected to continue through the end of fiscal
2000, operating earnings for the last six months of the year are expected to be
somewhat below prior-year levels due to several factors. Margins are expected to
be negatively affected by sales of the previously mentioned off-quality and
closeout inventory. Additionally, in order to reduce inventory levels, the
Company plans to curtail production during the third and fourth quarter at
certain facilities. These temporary production curtailments are expected to
negatively affect margins by $6.0 million, which is expected to be incurred
evenly over the third and fourth quarters of 2000. Finally, the Company expects
the previously mentioned increase in the level of customer claims to continue
throughout the last half of the year.
During the second quarter of 2000, the Company was not able to negotiate a
continuation of its license to produce Disney products in its bed and bath
business. The current license expires at the end of fiscal 2000 for most Disney
programs. The Company does not expect the loss of the Disney license to have a
significant impact on future sales and earnings trends.
Income Taxes
The Company's provision for income taxes for fiscal 2000 is based on an
estimated 37 percent effective tax rate, compared to 38 percent during fiscal
1999. This change is due to the Company's ongoing tax planning strategies and
management of tax rates in various jurisdictions and resulted in a $0.3 million
and $0.6 million reduction in the second quarter 2000 and first half of 2000 tax
provisions, respectively.
<PAGE> 14
RESTRUCTURING AND REALIGNMENT EXPENSES
In the second quarter of 2000, the Company adopted a plan to phase out
production and close plants in Griffin and Jackson, Georgia, which manufactured
certain baby products, and to phase out yarn production for terry towels at its
No. 2 plant in Griffin, Georgia during August 2000. The Company will replace the
baby products production by outsourcing with lower-cost providers. The terry
production at the Griffin No. 2 plant will be transferred to the Company's
Griffin No. 5 and Hartwell, Georgia, plants, where recent investment in new
manufacturing technology will allow terry yarn to be produced more
competitively.
In connection with this plan, the Company recorded a pretax charge of $2.9
million, which included a $2.4 million accrual for severance costs arising from
the elimination of an estimated 389 hourly and 37 salaried manufacturing
positions, a $0.3 million impairment charge for machinery and equipment to be
sold (impairment was determined by comparing the net book value against
estimated sales value less costs to sell), and a $0.2 million accrual for
estimated idle plant costs. These charges relate primarily to the baby products
facilities since costs related to the terry yarn facility were not significant.
The expected benefits of this plan include lower product costs and better
utilization of existing capacity in other facilities. As a result, the Company
expects to realize after-tax savings from lower product costs of $0.9 million
for the second half of 2000, and $2.5 million in fiscal 2001. The restructuring
plan is expected to be complete by the end of the first quarter of fiscal 2001.
The restructuring accrual consisted of the following costs as of July 1, 2000:
(in millions)
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Employee severance costs $ 2.4
Asset impairment 0.3
Idle plant costs 0.2
--------
Total restructuring accrual $ 2.9
========
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CAPITAL RESOURCES AND LIQUIDITY
As of the end of the second quarter of 2000, the Company increased its
short-term borrowings by $21.0 million and borrowed an additional $35.0 million
under its existing long-term revolving credit agreement. These borrowings were
used to fund higher levels of accounts receivable and inventory and to reduce
various current liabilities. An increase in inventory by $38.7 million over
prior year-end occurred as a result of the building of inventory for rollouts of
products under new programs and the need to maintain higher levels of
finished-goods inventory to meet customer service requirements, combined with
lower-than-expected sales of off-quality and closeout merchandise. Accounts
payable and other current liabilities decreased by $19.4 million from the end of
1999.
The Company has reduced its estimate of capital expenditures for 2000 from $150
million to approximately $145 million. Management believes that cash generated
by operations and borrowings from bank lines will adequately provide for the
Company's cash needs during 2000.
<PAGE> 15
MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS
Interest Rate Risk: Springs is exposed to interest rate volatility with regard
to existing issuances of variable rate debt. The Company uses interest rate
swaps to reduce interest rate volatility and funding costs associated with
certain debt issues, and to achieve a desired proportion of variable versus
fixed-rate debt, based on current and projected market conditions. The fair
value of the Company's derivative financial instruments and other financial
instruments that are sensitive to changes in interest rates, including interest
rate swaps and debt obligations, has not changed materially as of July 1, 2000,
relative to the fair value of such instruments at January 1, 2000.
Commodity Price Risk: The Company is exposed to price fluctuations related to
anticipated purchases of certain raw materials, primarily cotton fiber. Springs
uses a combination of forward delivery contracts and exchange-traded futures
contracts, consistent with the size of its business, to reduce the Company's
exposure to price volatility. Management assesses these contracts on a
continuous basis to determine if contract prices will be recovered through
subsequent sales. The fair value of futures contracts held at July 1, 2000, was
not material, and near-term changes in the price of cotton fiber are not
expected to have a material impact on the Company's future earnings or cash
flows.
Foreign Exchange Risk: The Company is exposed to foreign exchange risks to the
extent of adverse fluctuations in certain exchange rates, primarily the Canadian
dollar and Mexican peso. The Company does not believe that reasonably possible
near-term changes in foreign currencies will result in a material impact on
future earnings or cash flows.
NEW PRONOUNCEMENTS
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which was amended in June 2000, by the
issuance of Statement No. 138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities (an amendment of FASB Statement No. 133)." This
statement, as amended, will require the Company to recognize all derivatives on
the Consolidated Balance Sheet at fair value, and may impact the Company's
earnings depending on the instruments held at the time of adoption. The Company
will be required to adopt this statement, as amended, beginning in its 2001
fiscal year, and is in the process of determining the impact of this standard on
its financial position, results of operations and cash flows.
FORWARD LOOKING INFORMATION
This Form 10-Q report contains forward-looking statements that are based on
management's expectations, estimates, projections, and assumptions. Words such
as "expects," "believes," "estimates," and variations of such words and similar
expressions are often used to identify such forward-looking statements which
include but are not limited to projections of expenditures, savings, completion
dates, cash flows, and operating performance. Such forward-looking statements
are made pursuant to the safe-harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are not guaranties of future
performance; instead, they relate to situations with respect to which certain
risks and uncertainties are difficult to predict. Actual future results and
trends, therefore, may differ materially from what
<PAGE> 16
is predicted in forward-looking statements due to a variety of factors,
including: the health of the retail economy in general, competitive conditions
and demand for the Company's products; progress toward the Company's
manufacturing and purchasing efficiency initiatives; unanticipated natural
disasters; legal proceedings; labor matters; and the availability and price of
raw materials which could be affected by weather, disease, energy costs, or
other factors.
<PAGE> 17
ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information called for by this item is incorporated by reference from this
Form 10-Q under the caption "Market Risk Sensitive Instruments and Positions" of
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations."
<PAGE> 18
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS
The following exhibits are filed as part of this report:
(10) Material Contracts - Executive Compensation Plans and
Arrangements
(a) 1st Amendment to Springs Industries, Inc. 1999
Achievement Incentive Plan
(27) Financial Data Schedule (For SEC use only)
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, Springs
Industries, Inc. has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPRINGS INDUSTRIES, INC.
By: /s/ Jeffrey A. Atkins
-----------------------------
Jeffrey A. Atkins
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
DATED: August 15, 2000
<PAGE> 20
EXHIBIT INDEX
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Item Page No.
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(10) (a) 1st Amendment to Springs Industries, Inc. 1999 21
Achievement Incentive Plan
(27) Financial Data Schedule (for SEC use only) 22
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