-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Ug8LQehOJDKBQBXOfuuImKVOApmfEBn+2SpHGap7AzPUbOq2CK2QigkaPoia419N y4RFUE8nQl9QcqbMa72Aqw== 0000893220-95-000339.txt : 19950517 0000893220-95-000339.hdr.sgml : 19950516 ACCESSION NUMBER: 0000893220-95-000339 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950512 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: V F CORP /PA/ CENTRAL INDEX KEY: 0000103379 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 231180120 STATE OF INCORPORATION: PA FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05256 FILM NUMBER: 95537485 BUSINESS ADDRESS: STREET 1: 1047 N PARK RD CITY: WYOMISSING STATE: PA ZIP: 19610 BUSINESS PHONE: 2153781151 MAIL ADDRESS: STREET 2: P O BOX 1022 CITY: READING STATE: PA ZIP: 19603 FORMER COMPANY: FORMER CONFORMED NAME: VF CORPORATION DATE OF NAME CHANGE: 19900621 FORMER COMPANY: FORMER CONFORMED NAME: VANITY FAIR MILLS INC DATE OF NAME CHANGE: 19690520 10-Q 1 V.F. CORP. QUARTERLY REPORT...PERIOD ENDING 4/1/95 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended APRIL 1, 1995 Commission file number: 1-5256 --------------------------------------------- V. F. CORPORATION (Exact name of registrant as specified in its charter) PENNSYLVANIA 23-1180120 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 1047 NORTH PARK ROAD WYOMISSING, PA 19610 (Address of principal executive offices) (610) 378-1151 (Registrant's telephone number, including area code) 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 and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- On April 29, 1995, there were 63,462,460 shares of Common Stock outstanding. 2 VF CORPORATION INDEX
PAGE NO. PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Consolidated Statements of Income - Three months ended April 1, 1995 and April 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Balance Sheets - April 1, 1995, December 31, 1994 and April 2, 1994 . . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows - Three months ended April 1, 1995 and April 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . 7 PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 9
2 3 VF CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED ------------------------------------ APRIL 1 APRIL 2 1995 1994 ---------- ---------- NET SALES $1,187,587 $1,123,035 COSTS AND OPERATING EXPENSES Cost of products sold 799,148 760,423 Marketing, administrative and general expenses 273,194 253,910 ---------- ---------- 1,072,342 1,014,333 ---------- ---------- OPERATING INCOME 115,245 108,702 OTHER INCOME (EXPENSE) Interest income 2,211 2,508 Interest expense (18,465) (19,191) Miscellaneous, net (2,500) (4,149) ---------- ---------- (18,754) (20,832) ---------- ---------- INCOME BEFORE INCOME TAXES 96,491 87,870 INCOME TAXES 38,538 34,972 ---------- ---------- NET INCOME $ 57,953 $ 52,898 ========== ========== EARNINGS PER COMMON SHARE Primary $0.89 $0.81 Fully diluted 0.87 0.79 CASH DIVIDENDS PER COMMON SHARE $0.34 $0.32
See notes to consolidated financial statements. 3 4 VF CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
APRIL 1 DECEMBER 31 APRIL 2 1995 1994 1994 ---------- ----------- ---------- ASSETS CURRENT ASSETS Cash and equivalents $ 72,260 $ 59,742 $ 25,522 Accounts receivable, less allowances: Apr. 1 - $34,936; Dec. 31 - $32,794; Apr. 2 - $30,648 702,938 613,337 632,631 Inventories: Finished products 579,462 473,646 625,359 Work in process 163,832 139,255 136,479 Materials and supplies 191,166 188,437 145,087 ---------- ---------- ---------- 934,460 801,338 906,925 Other current assets 89,524 76,749 89,008 ---------- ---------- ---------- Total current assets 1,799,182 1,551,166 1,654,086 PROPERTY, PLANT AND EQUIPMENT 1,429,554 1,403,852 1,340,110 Less accumulated depreciation 670,799 636,841 569,192 ---------- ---------- ---------- 758,755 767,011 770,918 INTANGIBLE ASSETS 915,759 911,285 917,945 OTHER ASSETS 120,060 106,146 102,520 ---------- ---------- ---------- $3,593,756 $3,335,608 $3,445,469 ========== ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term borrowings $ 437,553 $ 321,161 $ 446,576 Current portion of long-term debt 2,705 2,773 3,944 Accounts payable 317,892 291,088 257,268 Accrued liabilities 374,960 297,310 362,047 ---------- ---------- ---------- Total current liabilities 1,133,110 912,332 1,069,835 LONG-TERM DEBT 516,890 516,700 630,574 OTHER LIABILITIES 168,327 152,871 148,678 REDEEMABLE PREFERRED STOCK 61,737 62,195 63,089 DEFERRED CONTRIBUTIONS TO EMPLOYEE STOCK OWNERSHIP PLAN (41,103) (42,499) (46,301) ---------- ---------- ---------- 20,634 19,696 16,788 COMMON SHAREHOLDERS' EQUITY Common Stock 63,452 64,165 64,584 Additional paid-in capital 558,852 552,927 546,074 Foreign currency translation 27,384 4,557 (14,845) Retained earnings 1,105,107 1,112,360 983,781 ---------- ---------- ---------- 1,754,795 1,734,009 1,579,594 ---------- ---------- ---------- $3,593,756 $3,335,608 $3,445,469 ========== ========== ==========
See notes to consolidated financial statements. 4 5 VF CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS)
THREE MONTHS ENDED ------------------------------------ APRIL 1 APRIL 2 1995 1994 ---------- ---------- OPERATIONS Net income $ 57,953 $ 52,898 Adjustments to reconcile net income to cash provided by operations: Depreciation 34,306 30,176 Amortization of intangible assets 8,230 7,403 Other, net 2,087 5,111 Changes in current assets and liabilities: Accounts receivable (72,991) (75,992) Inventories (123,131) (32,287) Accounts payable 22,281 (18,818) Other, net 63,888 48,929 --------- --------- Cash provided (used) by operations (7,377) 17,420 INVESTMENTS Capital expenditures (27,288) (30,031) Business acquisitions (12,004) (494,751) Other, net 5,706 (4,258) --------- --------- Cash invested (33,586) (529,040) FINANCING Increase in short-term borrowings 114,489 510,152 Payment of long-term debt (403) (106,978) Purchase of Common Stock (43,419) - Cash dividends paid (22,788) (21,725) Other, net 5,602 4,129 --------- --------- Cash provided by financing 53,481 385,578 --------- --------- NET CHANGE IN CASH AND EQUIVALENTS 12,518 (126,042) CASH AND EQUIVALENTS - BEGINNING OF YEAR 59,742 151,564 --------- --------- CASH AND EQUIVALENTS - END OF PERIOD $ 72,260 $ 25,522 ========= =========
See notes to consolidated financial statements. 5 6 VF CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended April 1, 1995 are not necessarily indicative of results that may be expected for the year ending January 1, 1996. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. NOTE B - EARNINGS PER COMMON SHARE Primary earnings per share are computed by dividing net income, after deducting preferred dividends, by the weighted average number of common shares outstanding. Fully diluted earnings per share assume the conversion of Preferred Stock and the exercise of stock options that have a dilutive effect. NOTE C - CAPITAL There are 150,000,000 authorized shares of Common Stock, no par value - stated capital $1 a share. At April 1, 1995, there were 63,451,955 shares outstanding, excluding 3,228,337 treasury shares. At December 31, 1994 and April 2, 1994, there were 64,164,524 and 64,583,672 shares outstanding, excluding 2,358,675 and 1,769,197 treasury shares, respectively. There are 25,000,000 authorized shares of Preferred Stock, $1 par value. Of these shares, 2,000,000 were designated as Series A, of which none have been issued, and 2,105,263 shares were designated and issued as 6.75% Series B Preferred Stock, of which 1,999,567 were outstanding at April 1, 1995, 2,014,427 at December 31, 1994, and 2,043,366 at April 2, 1994. 6 7 VF CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales increased 6% for the first quarter compared with the first quarter of 1994. Net income and earnings per share increased 10%. The increases in sales and earnings were primarily due to unit volume growth. A smaller portion of the increases were due to currency translation as the U.S. dollar declined in relation to the currencies of most European countries where the Company has operations. Sales and operating profit by business group are summarized as follows:
FIRST QUARTER --------------------------------------------- PERCENT 1995 1994 CHANGE ---------- ---------- ------- (In thousands) NET SALES Jeanswear $ 638,496 $ 589,000 8% Decorated Knitwear 104,132 116,883 (11) Intimate Apparel 181,855 174,865 4 Playwear 82,986 77,845 7 Specialty Apparel 180,118 164,442 10 ---------- ---------- --- $1,187,587 $1,123,035 6% ========== ========== === OPERATING PROFIT Jeanswear $ 90,000 $ 80,544 12% Decorated Knitwear (8,204) (5,373) (53) Intimate Apparel 16,367 17,502 (6) Playwear 5,918 6,149 (4) Specialty Apparel 21,603 19,696 10 ---------- ---------- --- 125,684 118,518 6% === CORPORATE EXPENSES (10,439) (9,816) INTEREST, NET (16,254) (16,683) MISCELLANEOUS, NET (2,500) (4,149) ---------- ---------- INCOME BEFORE INCOME TAXES $ 96,491 $ 87,870 ========== ==========
The Jeanswear business group includes the Lee and Wrangler divisions in the United States and in international markets, primarily in Europe. This business group also includes Girbaud, which designs and markets licensed jeanswear products in the United States under the Marithe & Francois Girbaud(R) label. Sales and operating profit increased strongly at Wrangler in the United States and at Lee and Wrangler in international markets. 7 8 The Decorated Knitwear business group consists of Bassett-Walker, Nutmeg, Cutler sports apparel and JanSport imprinted apparel. A significant profit improvement at Bassett-Walker was offset by declines at Nutmeg and Cutler, reflecting the effects of the continued weakness in the sports apparel market. Overall, sales and profits for the first quarter are at an expected low level due to the seasonal nature of this group. The Intimate Apparel business group includes the operations of Vanity Fair Mills domestically and the intimate apparel divisions in Europe. Sales improved at both Vanity Fair Mills and at international divisions. Margins improved domestically but declined slightly in international markets due to higher promotional spending. The Playwear business group consists of Healthtex, the playwear and sleepwear operations of Cutler and the preschool sizes of Lee and Wrangler. The small reduction in operating profit resulted from a profit reduction at Cutler, which was affected by continued pricing pressures in the discount channel of distribution and by operating difficulties. The Specialty Apparel business group consists primarily of the Red Kap and Jantzen divisions and JanSport equipment. The group's sales and operating profit increases resulted primarily from the higher volumes experienced at Red Kap and Jantzen. Marketing, administrative and general expenses were 23.0% of sales, compared with 22.6% in the first quarter of 1994. Marketing, administrative and general expenses as a percent of sales in the first quarter are historically at higher levels than annual amounts and are not necessarily representative of the trend expected for the year. Net interest expense declined slightly in 1995. The effect of a reduced borrowing level was offset by higher short-term interest rates. FINANCIAL CONDITION AND LIQUIDITY The financial condition of the Corporation is reflected in the following:
APRIL 1 DECEMBER 31 APRIL 2 1995 1994 1994 ----------- ----------- ---------- (Dollars in millions) Working capital $666.1 $638.8 $584.3 Current ratio 1.6 to 1 1.7 to 1 1.5 to 1 Debt to total capital 35.3% 32.7% 40.6%
Days' sales outstanding in accounts receivable increased at the end of the 1995 quarter due to a higher relative amount of international receivables, which generally have longer terms. 8 9 Inventories are higher than at the comparable date in the prior year due to the higher sales level in 1995. Inventories increased from year-end 1994 to meet seasonal requirements. The Company purchased 869,700 shares of its Common Stock during the first quarter in open market transactions pursuant to an authorization from the Board of Directors to purchase up to three million shares. PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders of the Corporation held on April 18, 1995, shares representing a total of 66,112,529 votes were outstanding and entitled to vote on the following matters: 1) The Directors elected at the meeting for a term of three years were Robert D. Buzzell, Edward E. Crutchfield, Jr. and Leon C. Holt, Jr. 2) The proposal to adopt the 1995 Key Employee Restricted Stock Plan was approved. The vote was 51,398,759 for, 6,050,701 against and 408,561 abstaining. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibit 11 - Computation of earnings per share for the three months ended April 1, 1995 and April 2, 1994. Exhibit 27 - Financial data schedule as of April 1, 1995. (b) Reports on Form 8-K - There were no reports on Form 8-K filed for the three months ended April 1, 1995. 9 10 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. V.F. CORPORATION By: /s/ Gerard G. Johnson -------------------------- Gerard G. Johnson Vice President - Finance (Chief Financial Officer) Date: May 10, 1995 By: /s/ Robert K. Shearer -------------------------- Robert K. Shearer Vice President - Controller (Chief Accounting Officer) 10 EX-11 2 COMPUTATION OF EARNINGS PER SHARE 1 Exhibit 11 VF CORPORATION COMPUTATION OF EARNINGS PER SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED ------------------------------- APRIL 1 APRIL 2 1995 1994 ------------ ----------- PRIMARY EARNINGS PER SHARE - -------------------------- Net income $57,953 $52,898 Less preferred stock dividends and redemption premium 910 783 ------- ------- Net income available to common stockholders $57,043 $52,115 ======= ======= Average number of common shares outstanding 64,022 64,532 ====== ====== Primary earnings per share $0.89 $0.81 ===== ===== FULLY DILUTED EARNINGS PER SHARE - -------------------------------- Net income $57,953 $52,898 Increased ESOP contribution required if preferred stock were converted to common 363 379 ------- ------- Fully diluted earnings $57,590 $52,519 ======= ======= Average number of common shares outstanding 64,022 64,532 Additional common equivalent shares resulting from: Conversion of preferred stock 1,600 1,634 Dilutive effect of stock options and restricted shares 458 347 ------- ------- Average number of common and common equivalent shares 66,080 66,513 ====== ====== Fully diluted earnings per share $0.87 $0.79 ===== =====
11 EX-27 3 FINANCIAL DATA SCHEDULE
5 VF CORPORATION FINANCIAL DATA SCHEDULE This schedule contains summary financial information extracted from financial statements included in Form 10-Q for April 1, 1995 and is qualified in its entirety by reference to such financial statements. 1,000 3-MOS JAN-01-1996 APR-01-1995 72,260 0 737,874 34,936 934,460 1,799,182 1,429,554 670,799 3,593,756 1,133,110 516,890 63,452 20,634 0 1,691,343 3,593,756 1,187,587 1,187,587 799,148 799,148 273,194 0 18,465 96,491 38,538 57,953 0 0 0 57,953 .89 .87
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