-----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, ElFv3/ZSVCYi6pUJnczGg9o4i21wNpa1d+7xgxo5FZ0iH7Gxv1JVKnVVT5xuhCrO Oxrhvlxj5ddzl3q8BebTCw== 0000902561-99-000238.txt : 19990524 0000902561-99-000238.hdr.sgml : 19990524 ACCESSION NUMBER: 0000902561-99-000238 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990402 FILED AS OF DATE: 19990521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GFSI INC CENTRAL INDEX KEY: 0001036327 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED TEXTILE PRODUCTS [2390] IRS NUMBER: 742810748 STATE OF INCORPORATION: DE FISCAL YEAR END: 0627 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 333-24189 FILM NUMBER: 99631979 BUSINESS ADDRESS: STREET 1: 9700 COMMERCE PARKWAY CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9138880445 10-Q/A 1 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 2, 1999. ( )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 333-24189 ---------------------------------------------------------- GFSI, INC. (Exact name of registrant specified in its charter) Delaware 74-2810748 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 9700 Commerce Parkway Lenexa, Kansas 66219 (Address of principal executive offices) Registrant's telephone number, including area code (913) 888-0445 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 the past 90 days. (1) Yes (X) No ( ) (2) Yes (X) No ( ) Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, $0.01 par value per share - 1 share issued and outstanding as of May 3, 1999. Form 10-Q of GFSI, Inc. for the quarter ended April 2, 1999, filed with the Securities and Exchange Commission on May 14, 1999, is amended by amending and restating Item 2 thereof to read in its entirety as set forth herein. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussions set forth in this Form 10-Q should be read in conjunction with the financial information included herein and the Company's Annual Report on Form 10-K for the year ended July 3, 1998. Management's discussion and analysis of financial condition and results of operations and other sections of this report contain forward-looking statements relating to future results of the Company. Such forward-looking statements are identified by use of forward-looking words such as "anticipates", "believes", "plans", "estimates", "expects", and "intends" or words or phrases of similar expression. These forward-looking statements are subject to various assumptions, risks and uncertainties, including but not limited to, changes in political and economic conditions, demand for the Company's products, acceptance of new products, developments affecting the Company's products and to those discussed in the Company's filings with the Securities and Exchange Commission. Accordingly, actual results could differ materially from those contemplated by the forward-looking statements. The following sets forth the amount and percentage of net sales for each of the periods indicated (dollars in thousands). Certain reclassifications have been made to the fiscal year 1998 data to conform to the 1999 presentation:
Quarter Ended Nine Months Ended April 3, 1998 April 2, 1999 April 3, 1998 April 2, 1999 -------------------- --------------------- ---------------------- ---------------------- Resort $ 14,048 28.9% $ 12,629 28.2% $ 48,476 29.3% $ 45,161 28.2% Corporate 18,328 37.7% 16,487 36.8% 56,614 34.2% 57,690 36.0% College Bookstore 7,316 15.1% 6,891 15.4% 37,304 22.5% 35,001 21.9% Sports Specialty 3,164 6.5% 2,895 6.5% 10,614 6.4% 9,724 6.0% Event 1 3,721 7.7% 4,718 10.6% 6,888 4.2% 8,251 5.2% Other 1,997 4.1% 1,187 2.5% 5,581 3.4% 4,402 2.7% -------- -------- -------- --------- Total $ 48,574 $ 44,807 $ 165,477 $ 160,229 ======= ======= ======== =========
Results of Operations The following table sets forth certain historical financial information of the Company, expressed as a percentage of net sales, for the quarters and nine month periods ended April 3, 1998 and April 2, 1999.
Quarter Ended Nine Months Ended April 3, April 2, April 3, April 2, 1998 1999 1998 1999 ---------- ---------- ----------- --------- Net sales 100.0% 100.0% 100.0% 100.0% Gross profit 45.6 44.8 44.0 44.1 EBITDA 17.6 13.6 20.8 17.9 Operating income 16.1 11.9 19.5 16.5
EBITDA represents operating income plus depreciation and amortization. While EBITDA should not be construed as a substitute for operating income or a better indicator of liquidity than cash flow from operating activities, which are determined in accordance with generally accepted accounting principles, it is included herein to provide additional information with respect to the ability of the Company to meet its future debt service, capital expenditure and working capital requirements. In addition, the Company believes that certain investors find EBITDA to be a useful tool for measuring the ability of the Company to service its debt. EBITDA is not necessarily a measure of the Company's ability to fund its cash needs. See the Consolidated Statements of Cash Flows of the Company herein for further information. Comparison of Operating Results for the Quarters and Nine Month Periods Ended April 2, 1999 and April 3, 1998. Net Sales. Net sales for the third quarter of fiscal 1999, the three months ended April 2, 1999, decreased 7.8% to $44.8 million from $48.6 million in the third quarter of fiscal 1998. Net sales for the first nine months of fiscal 1999 decreased 3.2%to $160.2 million from $165.5 million in the first nine months of fiscal 1998. The decrease in net sales primarily reflects decreases in net sales for the nine months ended April 2, 1999 at the Company's Resort and College Bookstore divisions of 6.8% and 6.2%, respectively. Management believes the decreases in net sales at the Resort and College Bookstore divisions are primarily attributable to unseasonably warm fall and winter temperatures in most of the country. These decreases in net sales were partially offset by an increase in net sales in the Company's Event 1 subsidiary of 19.8% for the nine months ended April 3, 1999. Gross Profit. Gross profit for the third quarter of fiscal 1999 decreased 9.4% to $20.0 million from $22.1 million in the third quarter of fiscal 1998. Gross profit for the first nine months of fiscal 1999 decreased 2.8% to $70.7 million from $72.7 million in the first nine months of fiscal 1998. The decrease in gross profit is primarily a result of the sales decreases noted above. For the third quarter of fiscal 1999, gross profit as a percentage of net sales decreased to 44.7% compared to 45.6% in the third quarter of fiscal 1998. For the first nine months of fiscal 1999, gross profit as a percentage of net sales increased to 44.1% compared to 44.0% in the first nine months of fiscal 1998. Operating Expenses. Operating expenses for the third quarter of fiscal 1999 increased 2.8% to $14.7 million from $14.3 million in the third quarter of fiscal 1998. For the first nine months, operating expenses increased 9.4% to $44.3 million from $40.5 million in the first nine months of fiscal 1998. Increases in operating expenses are primarily attributable to increased staffing levels and licensing and site fees associated with Event 1. Operating expenses as a percentage of net sales increased to 32.9% from 29.4% in the prior year third quarter. For the first nine months, operating expenses as a percentage of net sales increased to 27.7% from 24.5% in the prior year period. EBITDA. EBITDA for the third quarter of fiscal 1999 decreased 28.3% to $6.1 million from $8.5 million in the third quarter of fiscal 1998. For the first nine months, EBITDA decreased 16.7% to $28.7 million from $34.4 million in the first nine months of fiscal 1998. The decrease for both periods is primarily a result of the decrease in net sales and the increase in operating expenses described above. EBITDA as a percentage of net sales decreased to 13.6% from 17.6% in the third quarter of fiscal 1998. For the nine months, EBITDA as a percentage of sales decreased to 17.9% from 20.8% in the first nine months of fiscal 1998. Operating Income. Operating income for the third quarter of fiscal 1999 decreased 31.8% to $5.3 million from $7.8 million in the third quarter of fiscal 1998. For the first nine months, operating income decreased 18.2% to $26.4 million from $32.3 million in the first nine months of fiscal 1998. The decrease is attributable to the decrease in net sales and the increase in operating expenses described above. Operating income as a percentage of net sales decreased for the third quarter of fiscal 1999 to 11.9% from 16.1% in fiscal 1998, and to 16.5% for the nine month period of fiscal 1999 from 19.5% in the first nine months of fiscal 1998. Other Income (Expense). Other expense for the third quarter of fiscal 1999 decreased to $4.4 million from $4.6 million in the third quarter of fiscal 1998. For the first nine months of fiscal 1999 other expense decreased to $13.9 million from $14.6 million in the first nine months of fiscal year 1998. The decrease for the periods is primarily a result of decreased interest expense associated with borrowings under the Company's $115 million Credit Agreement due to lower interest rates and declining balances on the Company's long term-debt. Income Taxes. The effective income tax rates for the nine month periods ended April 2, 1999 and April 3, 1998 were 40.4% and 41.2%, respectively. Net Income. Net income for the third quarter of fiscal 1999 was $.5 million compared to $1.9 million in the third quarter of fiscal 1998. For the first nine months of fiscal 1999, net income was $7.4 million compared to $10.4 million in the first nine months of fiscal 1998. Liquidity and Capital Resources Cash provided by operating activities for the first nine months of fiscal 1999 was $18.9 million compared to $7.4 million in the first nine months of fiscal 1998. The change in cash provided by operating activities between the two periods primarily resulted from a larger decline in the inventory balance in the first nine months of fiscal 1999 as compared to the first nine months of fiscal 1998. Cash used by investing activities in the first nine months of fiscal 1999 was $1.2 compared to $1.6 million in the first nine months of 1998. The cash used in both periods was related to acquisitions of property, plant and equipment. Cash used in financing activities for the first nine months of fiscal 1999 was $9.1 million compared to $5.7 million in the first nine months of fiscal 1998. The increase in cash used in financing activities in the first nine months of fiscal 1999 is primarily attributable to increased repayments of the revolving credit agreement balances over the prior period. The Company believes that cash flow from operating activities and borrowings under the Credit Agreement will be adequate to meet the Company's short-term and long-term liquidity requirements prior to the maturity of its credit facilities in 2007, although no assurance can be given in this regard. Under the Credit Agreement, the Revolver provides $50 million of revolving credit availability (of which none was outstanding as of April 2, 1999 and approximately $15.4 million was utilized for outstanding commercial and stand-by letters of credit). GFSI Holdings, Inc. ("Holdings"), the sole stock holder of the Company, is dependent upon the cash flows of the Company to provide funds to pay certain ordinary course expenses incurred on behalf of the Company and to service the indebtedness represented by the $50.0 million of 11.375% Series B Senior Discount Notes due 2009 (the "Discount Notes"). The Discount Notes will accrete at a rate of 11.375%, compounded semi-annually to an aggregate principal amount of $108.5 million at September 15, 2004. Thereafter, the Discount Notes will accrue interest at the rate of 11.375% per annum, payable semi-annually, in cash on March 15 and September 15 of each year, commencing on March 15, 2005. Holdings will be dependent on the Company to provide funds to service the indebtedness. Additionally, the remaining cumulative non-cash preferred stock issued by Holdings ("Holdings Preferred Stock") will accrue dividends totaling approximately $427,000 annually. Holdings Preferred Stock may be redeemed at stated value (approximately $3.6 million) plus accrued dividends with mandatory redemption in 2009. Derivative and Market Risk Disclosure The Company's market risk exposure is primarily due to possible fluctuations in interest rates. Derivative financial instruments, including an interest rate swap and an interest rate cap agreement are used by the Company to manage its exposure on variable rate debt obligations. The Company enters into such agreements for hedging purposes and not with a view toward speculating in the underlying instruments. The Company uses a balanced mix of debt maturities along with both fixed rate and variable rate debt to manage its exposure to interest rate changes. The fixed rate portion of the Company's long-term debt does not bear significant interest rate risk. The variable rate debt would be affected by interest rate changes to the extent the debt is not matched with an interest rate swap or cap agreement or to the extent, in the case of the revolving credit agreement, that balances are outstanding. An immediate 10 percent change in interest rates would not have a material effect on the Company's results of operations over the next fiscal year, although there can be no assurances that interest rates will not significantly change. Year 2000 Compliance The Company has a program to identify, evaluate and implement changes to its computer systems as necessary to address the Year 2000 issue. As part of the program, the Company is currently upgrading its existing management information system ("MIS") with a new system designed to improve the overall efficiency of the Company's operations and to enable management to more closely track the financial performance of each of its sales and operating areas. Based on management's best estimates, the new MIS will be operational during fiscal year ending July 2, 1999. The costs associated with the new MIS implementation are not expected to be material to the Company and are being expensed as incurred. Any difficulty with the installation, initial operation or untimely resolution of such issues associated with the new MIS may present an uncertainty that would be reasonably likely to affect the Company's inventory purchasing control, sales and customer service which could materially and adversely impact the Company's future financial results, or cause its reported financial information not to be necessarily indicative of future operating results or future financial condition. The Company will continue to consider the likelihood of a material business interruption due to the Year 2000 issue, and, if necessary, implement appropriate contingency plans. Also as part of the Company's Year 2000 program, the Company has initiated communications with suppliers with which it interacts to determine their plans for addressing Year 2000 concerns. Based upon management's best estimates, all Year 2000 issues will be resolved in 1999. However, the Company cannot make any assurances that its computer systems, or the computer systems of its suppliers will be Year 2000 ready on schedule, or that management's cost estimates will be achieved. Seasonality and Inflation The Company experiences seasonal fluctuations in its sales and profitability, with generally higher sales and gross profit in the first and second quarters of its fiscal year. The seasonality of sales and profitability is primarily due to higher volume at the College Bookstore division during the first two fiscal quarters. This pattern of sales affects working capital requirements and liquidity, as the Company generally must finance higher levels of inventory during these periods prior to fully receiving payment from these customers. Sales and profitability at the Company's Resort, Corporate and Sports Specialty divisions typically show no significant seasonal variations. As the Company continues to expand into other markets in its Resorts, Corporate and Sports Specialty divisions, seasonal fluctuations in sales and profitability are expected to decline. Cash requirements of Event 1 are anticipated to be seasonal, with increasing sales and profitability in the third and fourth quarters of fiscal years. The impact of inflation on the Company's operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse effect on the Company's operating results. 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. GFSI, INC. May 21, 1999 /s/ ROBERT G. SHAW --------------------------------------- Robert G. Shaw, Sr. Vice President of Finance and Principal Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----