-----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, Ecju1nIbjBy3dZyXhynfHALJ63gfyxBcMFtND0HieE2SjAK7VxLeaDQDRW/5iegz J0Psopg3KoE/sSxSGo0WHA== 0000902561-99-000521.txt : 19991115 0000902561-99-000521.hdr.sgml : 19991115 ACCESSION NUMBER: 0000902561-99-000521 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991001 FILED AS OF DATE: 19991112 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 SEC ACT: SEC FILE NUMBER: 333-24189 FILM NUMBER: 99750721 BUSINESS ADDRESS: STREET 1: 9700 COMMERCE PARKWAY CITY: LENEXA STATE: KS ZIP: 66219 BUSINESS PHONE: 9138880445 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 1, 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 of (I.R.S. Employer Identification No.) 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 November 1, 1999. GFSI, INC. AND SUBSIDIARY Quarterly Report on Form 10-Q For the Quarter Ended October 1, 1999 INDEX Page ---- PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Cash Flows 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 11 SIGNATURE PAGE 12 2 GFSI, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In thousands, except share data)
July 2, October 1, 1999 1999 ----------- ---------- Assets Current assets: Cash & cash equivalents $ 10,264 $ 839 Accounts receivable, net 28,381 38,876 Inventories, net 36,323 34,824 Prepaid expenses and other current assets 561 722 Deferred income taxes 1,790 1,790 --------- --------- Total current assets 77,319 77,051 Property, plant and equipment, net 20,245 20,430 Other assets: Deferred financing costs, net 7,348 7,059 Other 5 5 --------- --------- Total assets $ 104,917 $ 104,545 ========= ========= Liabilities and stockholder's equity (deficiency) current liabilities: Accounts payable $ 8,289 $ 8,143 Accrued interest expense 4,484 1,456 Accrued expenses 7,948 8,296 Income taxes payable 413 2,076 Current portion of long-term debt 6,550 6,930 --------- --------- Total current liabilities 27,684 26,901 Deferred income taxes 1,183 1,183 Revolving credit agreement -- -- Other long-term obligations 737 574 Long-term debt, less current portion 174,328 172,311 Stockholder's equity (deficiency): Common stock, $.01 par value, 10,000 shares authorized, one share issued and outstanding at July 2, 1999 and October 1, 1999. -- -- Additional paid-in capital 54,527 54,527 Accumulated deficiency (153,542) (150,951) --------- --------- Total stockholder's deficiency (99,015) (96,424) --------- --------- Total liabilities and stockholder's equity (deficiency) $ 104,917 $ 104,545 ========= =========
NOTE: The consolidated balance sheet at July 2, 1999 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to consolidated financial statements. 3 GFSI, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In thousands) Quarter Ended October 2, October 1, 1998 1999 ----------- ---------- Net sales $ 60,045 $ 54,839 Cost of sales 35,827 33,612 ---------- --------- Gross profit 24,218 21,227 Operating expenses: Selling 6,422 6,424 General and administrative 7,190 6,178 ---------- --------- 13,612 12,602 ---------- --------- Operating income 10,606 8,625 Other income (expense): Interest expense (4,913) (4,456) Other, net 35 96 ---------- --------- (4,878) (4,360) ---------- --------- Income before income taxes 5,728 4,265 Provision for income taxes 2,300 1,674 ---------- --------- Net income $ 3,428 $ 2,591 ========== ========= See notes to consolidated financial statements. 4 GFSI, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousand)
Quarter Ended October 2, October 1, 1998 1999 ---------- ---------- Cash flows from operating activities: Net income $ 3,428 $ 2,591 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 765 795 Amortization of deferred financing costs 289 289 Gain on sale or disposal of property, plant and equipment (28) (4) Deferred income taxes (29) -- Changes in operating assets and liabilities: Accounts receivable, net (9,499) (10,495) Inventories, net 892 1,499 Prepaid expenses, other current assets and other assets 137 (160) Income taxes payable 2,286 1,663 Accounts payable, accrued expenses and other long-term obligations (3,551) (2,990) --------- -------- Net cash used in operating activities (5,310) (6,812) --------- -------- Cash flows from investing activities Proceeds from sales of property, plant and equipment 183 4 Purchases of property, plant and equipment (678) (980) --------- -------- Net cash used in investing activities (495) (976) --------- -------- Cash flows from financing activities: Net changes to short-term borrowings and revolving credit agreement 9,300 -- Payments on long-term debt (1,265) (1,637) --------- -------- Net cash provided by (used in) financing activities 8,035 (1,637) --------- -------- Net increase (decrease) in cash and cash equivalents 2,230 (9,425) Cash and cash equivalents at beginning of period 1,346 10,264 --------- --------- Cash and cash equivalents at end of period $ 3,576 $ 839 ========= ========= Supplemental cash flow information: Interest paid $ 7,430 $ 7,128 ========= ========= Income taxes paid $ 33 $ 10 ========= =========
See notes to consolidated financial statements. 5 GFSI, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) October 1, 1999 1. Basis of Presentation The accompanying unaudited consolidated financial statements of GFSI, Inc. (the "Company") include the accounts of the Company and the accounts of its wholly owned subsidiary, Event 1, Inc. ("Event 1"). All intercompany balances and transactions have been eliminated. The unaudited 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 promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statement reporting purposes. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and operations of the Company have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year. For further information, refer to the financial statements and footnotes thereto for the year ended July 2, 1999 included in the Company's Annual Report on Form 10-K. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Reclassifications Certain reclassifications have been made to the fiscal year 1999 statement of income amounts to conform to the fiscal year 2000 presentation. 3. Commitments and Contingencies The Company, in the normal course of business, may be threatened with or named as a defendant in various lawsuits. It is not possible to determine the ultimate disposition of these matters, however, management is of the opinion that there are no known claims or known contingent claims that are likely to have a material adverse effect on the results of operations, financial condition, or cash flows of the Company. 4. New Accounting Standard Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities" was issued in June 1998. This statement establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires an entity to recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. This statement is effective for all quarters of fiscal years beginning after June 15, 2000. The Company is in the process of determining what impact the adoption of SFAS No. 133 will have on its financial position and results of operations. 6 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 2, 1999. 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): Quarter Ended October 2, 1998 October 1, 1999 -------------------- ------------------ Resort $ 17,256 28.7% $ 16,857 30.8% Corporate 19,257 32.1% 14,990 27.3% College Bookstore 18,193 30.3% 17,432 31.8% Sports Specialty 3,270 5.4% 3,223 5.9% Event 1 178 .3% 832 1.5% Other 1,891 3.2% 1,505 2.7% --------- -------- Total $ 60,045 $ 54,839 ========= ======== 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 ended October 2, 1998 and October 1, 1999. Quarter Ended October 2, October 1, 1998 1999 ---------- ---------- Net sales 100.0% 100.0% Gross profit 40.3 38.7 EBITDA 18.9 17.2 Operating income 17.7 15.7 7 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 Ended October 1, 1999 and October 2, 1998 - -------------------------------------------------- Net Sales. Net sales for the first quarter of fiscal 2000, the three months ended October 1, 1999, decreased 8.7% to $54.8 million from $60.0 million in the first quarter of fiscal 1999. The decrease in net sales primarily reflects decreases in net sales at the Company's Resort, Corporate, College Bookstore and Sports Specialty divisions of 2.3%, 22.1%, 4.2% and 1.4%, respectively. These declines were attributable to increased competition and difficulties attributable to the installation of the Company's Enterprise Resource Planning System. The Corporate division has also experienced a shift in the buying patterns of its customers from outerwear to other products, and had some vacancy in its sales representative force during the first quarter of fiscal 2000. These decreases were partially offset by a 367.4% increase in net sales by the Company's Event 1 subsidiary. Gross Profit. Gross profit for the first quarter of fiscal 2000 decreased 12.4% to $ 21.2 million from $24.2 million in the first quarter of fiscal 1999. The decrease in gross profit is primarily a result of the net sales decrease described above and a slight increase in production costs during the first quarter of fiscal year 2000 as a percentage of sales compared to the first quarter of fiscal 1999. For the first quarter of fiscal 2000, gross profit as a percentage of net sales decreased to 38.7% compared to 40.3% in the first quarter of fiscal 1999. Operating Expenses. Operating expenses for the first quarter of fiscal 2000 decreased 7.4% to $12.6 million from $13.6 million in the first quarter of fiscal 1999. The decrease in operating expenses is primarily related to costs incurred in the first quarter of fiscal 1999 associated with the Company's Management Information System installation that was completed in the fourth quarter of fiscal 1999. Operating expenses as a percentage of net sales increased to 23.0% from 22.7% in the prior year first quarter as a result of the relatively fixed nature of certain operating expenses. EBITDA. EBITDA for the first quarter of fiscal 2000 decreased 17.2% to $9.4 million from $11.4 million in the first quarter of fiscal 1999. The decrease for the period is primarily a result of the decrease in net sales and related gross profit as described above. EBITDA as a percentage of net sales decreased to 17.2% from 18.9% in the first quarter of fiscal 1999. Operating Income. Operating income for the first quarter of fiscal 2000 decreased 18.7% to $8.6 million from $10.6 million in the first quarter of fiscal 1999. The decrease is attributable to the changes in gross profit described above. Operating income as a percentage of net sales deceased for the first quarter of fiscal 2000 to 15.7% from 17.7% in fiscal 1999. Other Income (Expense). Other expense for the first quarter of fiscal 2000 decreased to $4.5 million from $4.9 million in the first quarter of fiscal 1999 due to lower revolving loan balances in the first quarter of fiscal 2000 and the effect of scheduled debt payments. The effect of derivative financial instruments serves to minimize unplanned changes in interest expense due to changes in interest rates. As such, interest rate fluctuations and their effect were immaterial for the periods presented. A reasonable likely change in the underlying rate, price or index would not have a material impact on the financial position of the Company. Income Taxes. The effective income tax rates for the quarters ended October 1, 1999 and October 2, 1998 were 39.2% and 40.2%, respectively. Net Income. Net income for the first quarter of fiscal 2000 was $2.6 million compared to $3.4 million in the first quarter of fiscal 1999. 8 Liquidity and Capital Resources - ------------------------------- Cash used in operating activities for the first quarter of fiscal 2000 was $6.8 million compared to $5.3 million in the first quarter of fiscal 1999. The change in cash provided by operating activities between the two periods resulted from a decrease in net income for the period and changes in working capital account balances in the first quarter of fiscal year 2000 as compared to the first quarter of fiscal 1999. Cash used by investing activities in the first quarter of fiscal 2000 was $1.0 million compared to $495,000 in the first quarter of 1999. The cash used in both periods was related to acquisitions of property, plant and equipment. Cash provided by (used in) financing activities for the first quarter of fiscal 2000 was $(1.6) million compared to $8.0 million in the first quarter of fiscal 1999. The change in cash used in financing activities was a result of revolving loan borrowings in the first quarter of fiscal 1999 that did not occur in the first quarter of fiscal 2000. 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 Agreement in 2002 and the Senior Subordinated Notes 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 approximately $22.0 million was utilized for outstanding commercial and stand-by letters of credit as of October 1, 1999). GFSI Holdings, Inc. ("Holdings"), the sole stockholder 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 $425,000 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 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. 9 Year 2000 Compliance - -------------------- The Company continues to assess the impact that the year 2000 will have on its internal computer systems, facilities and production equipment, critical business partners and business-critical third parties. The Company has a program to identify, evaluate and implement changes to all of its internal computer systems as necessary to address the Year 2000 issue. As part of the program, in fiscal year 1999, the Company upgraded and implemented its Enterprise Resource Planning System ("ERP"), including Year 2000 functionality, 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. It is not practical to segregate the cost of the Year 2000 functionality from the cost of the upgrade and implementation of the ERP. All of the Company's production and operations departments have completed their inventory, assessment and remediation efforts in regard to all non-information technology systems which include hardware, software and associated embedded computer technologies that are used to operate the Company facilities and equipment. The Company has identified, prioritized and is continuing to communicate with all critical business partners, including all third-party suppliers of goods and services, to ascertain the status of their Year 2000 compliance programs. The Company intends to monitor the progress of these critical third parties. Management believes that all third party supplier Year 2000 issues will be resolved in calendar 1999. The Company does not anticipate that the Year 2000 issues related to internally-controllable systems will significantly impact the overall business operations or financial results of the Company. However, the Company could face significant disruptions in business operations and financial losses if certain business- critical, third parties, such as utility providers, telecommunication systems, transportation service providers or certain government entities, do not successfully complete their Year 2000 remediation plans. The Company is currently in the process of identifying and developing contingency plans for the most reasonable likely worst case scenarios. The Company expects to complete its analysis and contingency planning by December 1999. 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. 10 PART II - OTHER INFORMATION Item 1. Legal Proceedings - --------------------------- There has been no change to matters discussed in Business-Legal Proceedings in the Company's Form 10-K as filed with the Securities and Exchange Commission on September 30, 1999. Item 2. Changes in Securities - ----------------------------- None. Item 3. Defaults Upon Senior Securities - --------------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders - ----------------------------------------------------------- None. Item 5. Other Information - ------------------------- None. Item 6. Exhibits and Reports on Form 8-K - ---------------------------------------- (a) Exhibits. The following exhibits are included with this report: Exhibit 27 - Financial Data Schedule (SEC Use Only) (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the reporting period. 11 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. November 12, 1999 /s/ ROBERT G. SHAW ------------------------------------------------- Robert G. Shaw, Sr. Vice President of Finance and Principal Accounting Officer 12 EX-27 2 FDS -- FINANCIAL DATA SCHEDULE
5 0001036327 GFSI, INC. 1000 U.S. DOLLARS 3-MOS JUN-30-2000 JUL-03-1999 OCT-01-1999 1 839 0 38876 0 34,824 77,051 40,453 20023 104,545 26,901 179,241 0 0 0 (96,424) 104,545 54,839 54,839 33,612 46,214 (96) 0 4456 4265 1674 2,591 0 0 0 2,591 0 0
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