-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LkacJuULXdT0w5iN5pfSlGgFJVnnOZCUJs5YPG3uHsdWS0B2Gp1YJp1HubsJvPN0 9PqjEV0isiWyIPS8lg1x7g== 0001157523-07-010021.txt : 20071019 0001157523-07-010021.hdr.sgml : 20071019 20071019152503 ACCESSION NUMBER: 0001157523-07-010021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071018 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071019 DATE AS OF CHANGE: 20071019 FILER: COMPANY DATA: COMPANY CONFORMED NAME: V F CORP 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: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05256 FILM NUMBER: 071181071 BUSINESS ADDRESS: STREET 1: 105 CORPORATE CENTER BOULEVARD CITY: GREENSBORO STATE: NC ZIP: 27408 BUSINESS PHONE: (336)424-6000 MAIL ADDRESS: STREET 1: P. O. BOX 21488 CITY: GREENSBORO STATE: NC ZIP: 27420 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 8-K 1 a5522778.txt V.F. CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 18, 2007 V.F. Corporation (Exact Name of Registrant as Specified in Charter) Pennsylvania 1-5256 23-1180120 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 105 Corporate Center Boulevard 27408 Greensboro, North Carolina (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, 336-424-6000 including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 2.02. Results of Operations and Financial Condition. Item 7.01. Regulation FD Disclosure. The following information is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition," and Item 7.01, "Regulation FD Disclosure." On October 18, 2007, VF Corporation issued a press release setting forth its third quarter 2007 earnings. A copy of VF's press release is attached hereto as Exhibit 99 and hereby incorporated by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. The following is furnished as an exhibit to this report: 99 VF Corporation press release dated October 18, 2007. 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 hereunto duly authorized. V.F. CORPORATION ---------------- (Registrant) By: /s/ Robert K. Shearer ----------------------------- Robert K. Shearer Senior Vice President & Chief Financial Officer (Chief Financial Officer) Date: October 19, 2007 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99 VF Corporation press release dated October 18, 2007. EX-99 2 a5522778-ex99.txt EXHIBIT 99 EXHIBIT 99 VF Announces Record Third Quarter and Increases Dividend -- Revenues rise 15% to more than $2 billion; international revenues up 19% -- EPS from continuing operations up 13% to $1.86 -- Quarterly dividend increased 5% to $.58 per share -- Raising 2007 revenue and EPS guidance to reflect strong third quarter results Information regarding VF's third quarter conference call webcast today at 4:30 p.m. ET can be found at the end of this release. GREENSBORO, N.C.--(BUSINESS WIRE)--Oct. 18, 2007--VF Corporation (NYSE: VFC), a global leader in branded lifestyle apparel, today announced results for the third quarter and nine months ended September 29, 2007. All per share amounts are presented on a diluted basis and, unless otherwise noted, reflect continuing operations. Revenues rose 15% to a record $2,073.2 million, compared with $1,810.1 million in the third quarter of 2006, driven by higher revenues across our Outdoor, Jeanswear and Imagewear businesses and from revenues from our 2007 acquisitions, including, most recently, Seven For All Mankind and lucy activewear. Income from continuing operations in the current quarter increased 13% to a record $209.3 million, compared with $186.0 million in the prior year's quarter. Earnings per share from continuing operations rose 13%, to a record $1.86 from $1.64 last year. Net income, including the effects of discontinued operations was $207.2 million, or $1.84 per share, compared with $197.7 million, or $1.75 per share in the prior year quarter. For the nine months of 2007, revenues rose 14% to a record $5,264.2 million from $4,617.0 million. Income from continuing operations also increased 14% to $449.2 million, compared with $393.7 million in the prior year period. Earnings per share from continuing operations rose 13% to $3.96. Net income, including the effects of discontinued operations, was $427.2 million, or $3.76 per share, compared with $424.9 million, or $3.77 per share in the prior year period. "These results - in this environment - prove that VF has the right brands and strategies to win," said Mackey J. McDonald, Chairman and Chief Executive Officer. "We are uniquely positioned within the apparel industry for long-term success. Due to our successful transformation, VF is a very different company than it used to be. What sets VF apart today is our highly diversified base of products and customers, our large and rapidly growing international business, our expanding base of owned retail stores and our very successful track record of acquisitions. Above all, it is our ability to consistently execute on well-defined goals and strategies that will enable us to continue to generate strong returns for our shareholders." Third Quarter Business Review Outdoor Our Outdoor coalition continues to experience tremendous growth. Revenues increased 22% to $806 million, with our domestic and international businesses each growing more than 20% during the quarter. The North Face(R), Vans(R), JanSport(R), Kipling(R) and Napapijri(R) brands each enjoyed double-digit revenue gains in the quarter. The early 2007 acquisition of the Eagle Creek(R) brand of adventure travel gear added $10 million to revenues in the quarter. Outdoor operating income grew 16% in the quarter, with operating margins remaining at the 20% level. Jeanswear Revenues in our Jeanswear coalition, which includes our Wrangler(R), Lee(R) and Riders(R) brands, rose 3% in the quarter, driven by a 13% increase in revenues of our international jeans business. Foreign currency translation contributed to the international revenue gain, accounting for about half of the increase. Our Lee(R) and Wrangler(R) brands both experienced strong growth in Europe. Our jeans business in China grew more than 40% in the quarter, with healthy revenue gains also in Canada, Mexico and Russia. Domestic jeanswear revenues declined slightly in the quarter, reflecting softer retail market conditions in the U.S. Total Jeanswear operating income rose strongly, up 15%, with operating margins reaching nearly 18% in the quarter. Sportswear Total revenues of our Sportswear coalition, which includes our Nautica(R) and John Varvatos(R) brands as well as the Kipling(R) brand in North America, declined 6% in the quarter. Our Kipling(R) and John Varvatos(R) businesses each posted double-digit revenue growth. Revenues of our Nautica(R) branded business declined 10% in the quarter, reflecting the impact of a shift in shipping dates by most of the brand's customers and generally sluggish conditions in department stores. Operating income declined in the quarter due to the Nautica(R) brand volume decrease and increased promotional activity. We expect more favorable comparisons in the fourth quarter, with an increase in revenues and operating margins more consistent with prior year levels. Contemporary Brands In August we completed the acquisitions of the Seven For All Mankind premium denim and lucy women's activewear businesses, and formed our new Contemporary Brands coalition. Reflecting the revenues of the two businesses since being acquired, our Contemporary Brands coalition generated $33 million in revenues and $5 million in operating income in the quarter. Both the 7 For All Mankind(R) and lucy(R) brands continue to have great potential and will be important contributors to the future growth of our lifestyle brand portfolio. Imagewear Total revenues of our Imagewear coalition rose 24%. The February 2007 acquisition of the Majestic Athletic business contributed $44 million to revenues in the quarter. Organic growth was 4% in the quarter, driven by a double-digit revenue increase in our licensed sports apparel business. As part of its acquisition of Majestic Athletic, VF Imagewear extended its licensing agreements with both Major League Baseball and the Major League Baseball Players Association. These license agreements cover authentic, replica and fanwear products across multiple channels of distribution. Additionally, we recently renewed our licensing agreement with the National Football League for fanwear products across various distribution channels. Operating income increased 23% in the quarter, with margins remaining strong and stable. VF's gross margins moved to 43.9% from 43.8%, while operating income rose 15% in the quarter, with operating margins reaching 16.0%. Our balance sheet continues to be in excellent shape. On October 15 we completed the placement of $600 million of long-term debt, with the proceeds used to repay short-term borrowings related to recent acquisitions. While we have invested over $1 billion in acquisitions this year, we continue to expect our year-end debt to capital ratio to be near prior year levels. International growth continues to be a key driver. International revenues grew 19% in the third quarter and comprised 30% of total revenues in the period. Excluding the impact of foreign currency translation, international revenues were up 12%. Another key growth driver is the expansion of our direct-to-consumer business primarily through retail store expansion. We continue to grow our retail store base, ending the quarter with 608 owned retail stores, up from 544 at the end of the second quarter and reflecting the addition of 50 lucy(R) stores. Our retail revenues grew 21% in the quarter, with double-digit revenue growth in our Vans(R), The North Face(R), Kipling(R) and John Varvatos(R) brand stores. Outlook We continue to expect very strong fourth quarter and full year results, despite current retail market conditions. For the fourth quarter, we expect an increase in revenues and earnings per share of 18% and 13%, respectively. Reflecting the better-than-anticipated results in the third quarter and our fourth quarter expectations, we now see full year revenues rising 15%, up from our previous guidance of 14%. Earnings per share should increase slightly more than 13%, versus our previous guidance of 12%. We also continue to expect another very strong year of cash flow from operations of approximately $625 million. "We're looking forward to wrapping up another record year in both revenues and earnings, and to continuing the momentum into next year," said Mr. McDonald. "At the present time, we are optimistic that we can deliver another record year in 2008, with strong top and bottom line growth. We are gratified by the tremendous success of our Growth Plan and transformation, yet we are perpetually driven to execute at continually higher levels. We expect to continue our momentum with a focus on organic growth, growing our retail sales, expanding our international business, adding new lifestyle brands and continuing to transform our mix of business toward higher growth, higher margin businesses." Dividend Increased The Board of Directors declared a quarterly cash dividend of $.58 per share, an increase of $.03. The dividend is payable on December 20, 2007 to shareholders of record as of the close of business on December 10, 2007. Cautionary Statement on Forward-looking Statements Certain statements included in this release are "forward-looking statements" within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting VF and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of VF to differ materially from those expressed or implied by forward-looking statements in this release include VF's reliance on a small number of large customers; the financial strength of VF's customers; changing fashion trends and consumer demand; increasing pressure on margins; VF's ability to implement its growth strategy; VF's ability to successfully integrate and grow acquisitions; VF's ability to maintain information technology systems; stability of VF's manufacturing facilities and foreign suppliers; continued use by VF's suppliers of ethical business practices; VF's ability to accurately forecast demand for products; continuity of members of VF's management; VF's ability to protect trademarks and other intellectual property rights; maintenance by VF's licensees and distributors of the value of VF's brands; the overall level of consumer spending; general economic conditions and other factors affecting consumer confidence; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; and legal, regulatory, political and economic risks in international markets. More information on potential factors that could affect VF's financial results is included from time to time in VF's public reports filed with the Securities and Exchange Commission, including VF's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. About the Company VF Corporation is a global leader in lifestyle apparel with a diverse portfolio of jeanswear, outdoor, imagewear, sportswear and contemporary apparel brands. Its principal brands include Wrangler(R), Lee(R), Riders(R), The North Face(R), Vans(R), Reef(R), Eagle Creek(R), Eastpak(R), JanSport(R), Napapijri(R), Nautica(R), Kipling(R), John Varvatos(R), 7 For All Mankind(R), lucy(R), Majestic(R) , Lee Sport(R) and Red Kap(R). VF Corporation's press releases, annual report and other information can be accessed through the Company's home page, www.vfc.com. Webcast Information VF will hold its third quarter conference call and webcast today at 4:30 p.m. ET. Interested parties should call 1- 888-254-2798 domestic, or 1-913-312-0399 international, to access the call. You may also access this call via the Internet at www.vfc.com. A replay will be available through Oct. 25, 2007, and can be accessed by dialing 1- 888-203-1112 domestic, and 1-719-457-0820 international. The pass code is 4079550. A replay also can be accessed at the Company's web site at www.vfc.com. VF CORPORATION Consolidated Statements of Income (In thousands, except per share amounts) Three Months Ended Nine Months Ended September September ----------------------------------------------- 2007 2006 2007 2006 ----------- ----------- ----------- ----------- Net Sales $2,053,136 $1,791,648 $5,207,175 $4,561,246 Royalty Income 20,023 18,450 56,996 55,787 ----------- ----------- ----------- ----------- Total Revenues 2,073,159 1,810,098 5,264,171 4,617,033 ----------- ----------- ----------- ----------- Costs and Operating Expenses Cost of goods sold 1,163,399 1,018,021 2,975,009 2,608,175 Marketing, administrative and general expenses 578,721 504,253 1,574,336 1,387,932 ----------- ----------- ----------- ----------- 1,742,120 1,522,274 4,549,345 3,996,107 ----------- ----------- ----------- ----------- Operating Income 331,039 287,824 714,826 620,926 Other Income (Expense) Interest income 2,202 1,439 7,494 4,149 Interest expense (19,349) (15,835) (46,373) (42,370) Miscellaneous, net 1,834 1,869 3,583 3,240 ----------- ----------- ----------- ----------- (15,313) (12,527) (35,296) (34,981) ----------- ----------- ----------- ----------- Income from Continuing Operations Before Income Taxes 315,726 275,297 679,530 585,945 Income Taxes 106,409 89,340 230,330 192,287 ----------- ----------- ----------- ----------- Income from Continuing Operations 209,317 185,957 449,200 393,658 Discontinued Operations Income (loss) from operations (1,870) 11,750 2,567 31,266 Loss on disposal (240) - (24,554) - ----------- ----------- ----------- ----------- (2,110) 11,750 (21,987) 31,266 ----------- ----------- ----------- ----------- Net Income $ 207,207 $ 197,707 $ 427,213 $ 424,924 =========== =========== =========== =========== Earnings Per Common Share - Basic Income from continuing operations $ 1.91 $ 1.68 $ 4.06 $ 3.57 Discontinued operations - income (loss) from operations (0.02) 0.11 0.02 0.28 Discontinued operations - loss on disposal - - (0.22) - Net income 1.89 1.78 3.86 3.85 Earnings Per Common Share - Diluted Income from continuing operations $ 1.86 $ 1.64 $ 3.96 $ 3.49 Discontinued operations - income (loss) from operations (0.02) 0.10 0.02 0.28 Discontinued operations - loss on disposal - - (0.22) - Net income 1.84 1.75 3.76 3.77 Weighted Average Shares Outstanding Basic 109,671 110,802 110,689 110,179 Diluted 112,424 113,062 113,568 112,649 Cash Dividends Per Common Share $ 0.55 $ 0.55 $ 1.65 $ 1.39 NOTE: VF operates and reports using a 52/53 week fiscal year ending on the Saturday closest to December 31 of each year. Similarly, the fiscal third quarter ends on the Saturday closest to September 30. For presentation purposes herein, all references to periods ended September 2007, December 2006 and September 2006 relate to the fiscal periods ended as of September 29, 2007, December 30, 2006 and September 30, 2006, respectively. VF CORPORATION Consolidated Balance Sheets (In thousands) September December September 2007 2006 2006 ----------- ----------- ----------- ASSETS Current Assets Cash and equivalents $ 193,855 $ 343,224 $ 154,196 Accounts receivable, net 1,266,490 809,594 1,078,172 Inventories 1,295,994 958,262 1,040,024 Other current assets 209,422 205,004 211,861 Current assets of discontinued operations 14,861 261,926 281,214 ----------- ----------- ----------- Total current assets 2,980,622 2,578,010 2,765,467 Property, Plant and Equipment 1,524,030 1,455,154 1,415,282 Less accumulated depreciation 883,304 862,096 855,239 ----------- ----------- ----------- 640,726 593,058 560,043 Intangible Assets 1,434,904 755,693 761,895 Goodwill 1,265,878 1,030,925 1,016,264 Other Assets 373,854 348,862 382,735 Noncurrent Assets of Discontinued Operations - 159,145 190,053 ----------- ----------- ----------- $6,695,984 $5,465,693 $5,676,457 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-term borrowings $1,053,043 $ 88,467 $ 302,641 Current portion of long-term debt 67,403 68,876 35,670 Accounts payable 413,814 385,700 357,370 Accrued liabilities 606,348 392,815 473,696 Current liabilities of discontinued operations 267 78,990 76,404 ----------- ----------- ----------- Total current liabilities 2,140,875 1,014,848 1,245,781 Long-term Debt 594,792 635,359 665,475 Other Liabilities 592,524 536,728 628,500 Noncurrent Liabilities of Discontinued Operations - 13,586 13,575 Commitments and Contingencies Common Stockholders' Equity Common Stock 109,737 112,185 111,208 Additional paid-in capital 1,601,708 1,469,764 1,407,986 Accumulated other comprehensive income (loss) (29,634) (123,652) (155,956) Retained earnings 1,685,982 1,806,875 1,759,888 ----------- ----------- ----------- Total common stockholders' equity 3,367,793 3,265,172 3,123,126 ----------- ----------- ----------- $6,695,984 $5,465,693 $5,676,457 =========== =========== =========== VF CORPORATION Consolidated Statements of Cash Flows (In thousands) Nine Months Ended September ----------------------- 2007 2006 ------------ ---------- Operating Activities Net income $ 427,213 $ 424,924 Adjustments to reconcile net income to cash provided (used) by operating activities of continuing operations: Loss (income) from discontinued operations 21,987 (31,266) Depreciation 69,081 65,857 Amortization of intangible assets 17,655 13,130 Other amortization 17,507 15,293 Stock-based compensation 47,682 36,054 Pension funding under (over) expense 4,621 (42,901) Other, net (9,150) 3,396 Changes in operating assets and liabilities, net of acquisitions: Accounts receivable (353,469) (384,930) Inventories (196,290) (121,011) Accounts payable (9,694) (45,090) Accrued income taxes 60,792 (18,088) Accrued liabilities and other 67,858 84,410 ------------ ---------- Cash provided (used) by operating activities of continuing operations 165,793 (222) (Loss) income from discontinued operations (21,987) 31,266 Adjustments to reconcile (loss) income from discontinued operations to cash provided (used) by discontinued operations: Loss on disposal of discontinued operations 24,554 - Other, net (15,738) (7,869) ------------ ---------- Cash provided (used) by discontinued operations (13,171) 23,397 ------------ ---------- Cash provided by operating activities 152,622 23,175 Investing Activities Capital expenditures (79,085) (76,691) Business acquisitions, net of cash acquired (1,082,844) (69,611) Proceeds from sale of Intimate Apparel business 348,714 - Proceeds from sale of Playwear business 884 4,667 Software purchases (1,885) (8,598) Other, net 11,458 4,159 ------------ ---------- Cash used by investing activities of continuing operations (802,758) (146,074) Discontinued operations, net (243) 3,163 ------------ ---------- Cash used by investing activities (803,001) (142,911) Financing Activities Increase in short-term borrowings 963,713 154,802 Payments on long-term debt (29,628) (1,519) Purchase of Common Stock (350,000) (118,582) Cash dividends paid (182,831) (154,775) Proceeds from issuance of Common Stock, net 77,594 79,699 Tax benefits of stock option exercises 15,119 12,063 ------------ ---------- Cash provided (used) by financing activities 493,967 (28,312) Effect of Foreign Currency Rate Changes on Cash 7,043 5,687 ------------ ---------- Net Change in Cash and Equivalents (149,369) (142,361) Cash and Equivalents - Beginning of Year 343,224 296,557 ------------ ---------- Cash and Equivalents - End of Period $ 193,855 $ 154,196 ============ ========== VF CORPORATION Supplemental Financial Information Business Segment Information (In thousands) Three Months Ended Nine Months Ended September September ----------------------------------------------- 2007 2006 2007 2006 ----------- ----------- ----------- ----------- Coalition Revenues Jeanswear $ 758,485 $ 738,171 $2,174,691 $2,080,161 Outdoor 806,113 658,987 1,791,611 1,415,679 Imagewear 267,470 215,743 711,046 598,204 Sportswear 172,964 183,995 475,055 488,226 Contemporary Brands 32,667 - 32,667 - Other 35,460 13,202 79,101 34,763 ----------- ----------- ----------- ----------- Total coalition revenues $2,073,159 $1,810,098 $5,264,171 $4,617,033 =========== =========== =========== =========== Coalition Profit Jeanswear $ 135,727 $ 117,766 $ 366,617 $ 329,639 Outdoor 161,305 139,606 298,012 232,553 Imagewear 41,553 33,734 98,059 92,892 Sportswear 17,110 24,919 45,918 63,257 Contemporary Brands 4,854 - 4,854 - Other 530 405 2,988 (522) ----------- ----------- ----------- ----------- Total coalition profit 361,079 316,430 816,448 717,819 Corporate and Other Expenses (28,206) (26,737) (98,039) (93,653) Interest, net (17,147) (14,396) (38,879) (38,221) ----------- ----------- ----------- ----------- Income from Continuing Operations Before Income Taxes $ 315,726 $ 275,297 $ 679,530 $ 585,945 =========== =========== =========== =========== CONTACT: VF Services, Inc. Cindy Knoebel, CFA, VP, Financial & Corporate Communications, 212-841-7141 -----END PRIVACY-ENHANCED MESSAGE-----