-----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, KGIgXjvHoni+qw8RmKhNqLOE9BLNNBRMR3GhB4bIIwqKo7/cuZf0jud7fxHl4D06 yh1AyhJNRBi3YBCQpZhZoQ== 0001033525-01-500037.txt : 20020413 0001033525-01-500037.hdr.sgml : 20020413 ACCESSION NUMBER: 0001033525-01-500037 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARAN INC CENTRAL INDEX KEY: 0000039917 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 135665557 STATE OF INCORPORATION: VA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04506 FILM NUMBER: 1821248 BUSINESS ADDRESS: STREET 1: 350 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 2125632000 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 10-K 1 garan10k.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission File No. 1-4506 GARAN, INCORPORATED (Exact name of registrant as specified in its charter) VIRGINIA 13-5665557 (State of incorporation) (I.R.S. Employer Identification No.) 350 Fifth Avenue, New York, New York 10118 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 212-563-2000 Securities registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED - ------------------- --------------------- Common Stock, no par value American Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Common Stock Purchase Rights (Title of class) Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the Company on December 17, 2001, was approximately $134,500,000. At December 17, 2001, 4,508,787 shares of the Company's Common Stock, no par value, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The registrant incorporates by reference in Part III of this Report specified portions of its definitive Proxy Statement to be filed with the Securities and Exchange Commission in connection with its 2002 Annual Meeting of Shareholders ("2002 Proxy Statement"). PART I Item 1. Business. (a) General development of business. (a)(1) Garan, Incorporated (Company) was incorporated on December 4, 1957. During the fiscal year ended September 30, 2001, there were no material changes or developments in the business done by the Company or its subsidiaries or in the manner in which it conducted its business during the prior five fiscal years. (a)(2) Not applicable. (b) Financial information about industry segments. The Company produces only apparel and, accordingly, information relative to industry segments is not applicable. (c) Narrative description of business. (c)(i) The Company is engaged in the design, manufacture, and sale of apparel for men, women, and children, including boys, girls, toddlers, and infants. The percentage of the Company's net sales in each of the foregoing categories in the last three fiscal years is as follows: Percentage of Net Sales (years ended September 30) 2001 2000 1999 ------------------------- Men's apparel 6 7 6 Women's apparel 12 12 18 Children's apparel 82 81 76 The Company produces apparel sold primarily to mass merchandisers, major national chain stores, department stores, and specialty stores. Sales are made primarily by the Company's salaried sales staff. (c)(ii) Not applicable. (c)(iii) Raw materials essential to the Company are available from various alternate sources of supply. (c)(iv) The Company distributes children's apparel bearing the private labels of its customers as well as various of its own trademarks including, principally, GARANIMALS, and to a lesser extent, GARAN. Sales of apparel bearing the Company's own trademarks accounted for approximately 44%, 44%, and 43% of the Company's net sales in fiscal 2001, 2000, and 1999, respectively. The Company also distributes apparel under various trademarks licensed from third parties. Since 1975, the Company has been a non-exclusive licensee of professional sports leagues and teams for activewear, including T-shirts, knit shirts, sweatshirts, and sweatpants for boys, and since 1990, the Company has been a non-exclusive licensee of various colleges and universities for sweatshirts and knit shirts for boys and men. Sales of all such licensed apparel by the Company accounted for approximately 3%, 3%, and 3% of the Company's net sales in fiscal 2001, 2000, and 1999, respectively. Substantially, all of the foregoing licenses have expired and have not been renewed by the Company, and the Company is in the process of selling off its remaining inventory of such licensed articles. Since 1986, the Company has been the exclusive licensee of the trademark BOBBIE BROOKS for girls' and women's apparel pursuant to an agreement which has been extended through 2002, and sales of apparel by the Company bearing the BOBBIE BROOKS trademark accounted for approximately 12%, 12%, and 18% of the Company's net sales in fiscal 2001, 2000, and 1999, respectively. The terms of license agreements referred to in the preceding two paragraphs range from 1% to 12% of net sales. Each license agreement has a minimum royalty commitment, and certain license agreements impose an advertising commitment. The Company also licenses its GARANIMALS trademark and sublicenses the BOBBIE BROOKS trademark to non-affiliates. The combined revenues from these licenses and sublicenses accounted for less than 1% of the Company's gross profit in each of the last three years. (c)(v) The Company operates primarily on the basis of two seasons - Spring/Summer and Fall/Holiday. Shipments for the Spring/Summer season are generally made from December through July and for the Fall/Holiday season from June through December. The Company maintains relatively constant production levels throughout the year, but because of large programs and customer delivery schedules, the Company's inventory levels fluctuate during the year. (c)(vi) Not applicable. (c)(vii) Wal-Mart Stores, Inc. ("Wal-Mart") accounted for 87%, 87%, and 89% of the Company's net sales during fiscal 2001, 2000, and 1999, respectively. During the same periods, J.C. Penney Company, Inc. ("J.C. Penney") accounted for 9%, 9%, and 7% of the Company's net sales. The Company has had business relationships with Wal-Mart and J.C. Penney for more than the past 20 years. While the Company's sales to Wal-Mart have continued to increase in dollar volume over the last several years, generally these sales are on a seasonal or multi-seasonal basis, meaning that there can be no assurance that, or the extent to which, Wal-Mart will continue to do business with the Company at any particular volume. If, for some reason, there should be a substantial reduction in the amount of business from this customer, the effect would be significant. However, as evidenced by the growth in volume of sales, management believes that the working relationship with Wal-Mart is very good and sees no reason for any significant change in that relationship. (c)(viii) The Company plans its production based upon retailer commitments for seasonal programs permitting the Company to maintain production levels relatively constant throughout the year. In view of the Company's reliance on such commitments and emphasis on replenishment programs and EDI order placement, purchase orders are not significant to an understanding of the Company's business. (c)(ix) Not applicable. (c)(x) The men's, women's, and children's apparel business in the United States is highly competitive primarily in price, style, and delivery and consists of many domestic and foreign manufacturers, importers, and distributors. The Company does not compete solely on a price basis; the Company competes by relying on style, delivery, replenishment, and vendor- managed programs as well as price. No single enterprise sells more than a small portion of the total apparel sold in the United States, and there are no reliable figures available from which the Company's relative position in the United States apparel industry can be determined or from which the effect of foreign competition can be assessed. (c)(xi) No material expenditures are made by the Company for research activities relating to the development of new services or products or the improvement of existing services or products. (c)(xii) The Company's compliance with Federal, state, and local environmental laws and regulations had no material effect upon its capital expenditures, earnings, or competitive position during the fiscal year ended September 30, 2001. The Company does not anticipate any material capital expenditures for environmental control in either its present or succeeding fiscal years. (c)(xiii) The Company employed approximately 5,100 persons at September 30, 2001, 1,800 of whom were located in the United States and 3,300 of whom were located in Central America. (d) Financial information about foreign and domestic operations and export sales. The Company has operated a manufacturing facility in Costa Rica since 1984, manufacturing facilities in El Salvador since 1995, and manufacturing facilities in Honduras since 1998. As of September 30, 2001, 2000, and 1999, the Company had $6,664,000, $6,500,000, and $5,795,000, respectively, in aggregate fixed assets located in Central America. While the Company knows of no risks associated with its Central American operations, political instability or other events could disrupt the Company's operations and its ability to transport goods to and from the region, which would cause the Company to seek alternative manufacturing facilities and/or contractors for production. The Company was not otherwise engaged in business within any foreign country during the fiscal year ended September 30, 2001. During fiscal 2001, 2000, and 1999, export sales by the Company amounted to less than 1% of total sales and are not considered to be significant to an understanding of the Company's business. RISK FACTORS This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), that involve certain risks and uncertainties. Discussions containing such forward-looking statements may be found in the material set forth below as well as in this Report generally, including the documents incorporated by reference herein. Without limiting the foregoing, the words believes, anticipates, plans, expects, and similar expressions are intended to identify forward-looking statements. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those appearing elsewhere in this Report and in the documents incorporated by reference herein. These forward-looking statements are made as of the date of this Report and the Company assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements. In addition to the other information in this Report, the following risk factors should be considered carefully in evaluating the Company and its business before purchasing the Company's Common Stock. No Assurance of Profitability. Although the Company has been profitable for a substantial number of years, there can be no assurance that the Company will be profitable in any future period. Future operating results will depend on many factors, including conditions in the apparel industry generally, market acceptance of the Company's products, competition, and the other factors set forth in these Risk Factors. Dependence on Relationship with Wal-Mart. During the Company's fiscal years ended September 30, 2001, 2000, and 1999, sales to Wal-Mart were approximately $224 million, $206 million, and $204 million, respectively, and accounted for 87%, 87%, and 89%, respectively, of the Company's net sales. While sales to Wal-Mart have continued to increase in the last several years, generally these sales are on a seasonal or multi-seasonal basis, meaning that there can be no assurance that, or the extent to which, Wal-Mart will continue to do business with the Company at any particular volume. If for any reason there were a substantial reduction in the amount of the Company's business with Wal-Mart, the effect upon the Company's business, operating results, and financial condition would be significant. Competition. The apparel business in the United States is highly competitive, and no single enterprise sells more than a small portion of the total apparel sold in the United States. The Company competes with numerous domestic and foreign entities, and it is possible that one or more of such competitors could win orders sought by the Company. In addition, the Company's customers are increasingly sourcing and importing apparel products for their own account and could do so in lieu of ordering such items from the Company. There can be no assurance that the Company will be able to compete successfully with existing or new competitors or that competition or customer direct sourcing and importing will not have a material adverse effect on the Company's business, operating results, and financial condition. Attracting and Retaining Key Employees. The Company believes that its future success will depend in significant part on its ability to attract and retain highly skilled management and production personnel, particularly for its Central American facilities, and sales personnel. Competition for such personnel is intense, and the failure to obtain or loss of one or more of the Company's key personnel could have a material adverse impact on the Company's business, operating results, and financial condition. Central American Operations. An increasing proportion of the Company's production takes place in Central America, and as of September 30, 2001, approximately 3,300 of the Company's 5,100 employees were located there. While the Company knows of no current risks associated with its Central American operations, political instability or other events of a local nature could disrupt the Company's operations and its ability to transport goods to and from the region, and such disruption could have a material adverse impact on the Company's business, operating results, and financial condition. There is no assurance that if a disruption occurred the Company could replace its manufacturing capacity and/or find other manufacturing resources. Availability of Raw Materials. Raw materials, such as fabric, thread, trimmings, and the like, are essential to the Company's business. While raw materials are available to the Company from various sources of supply, any disruption in the Company's ability to obtain raw materials of usable quality in sufficient quantities could have a material adverse impact on the Company's business, operating results, and financial condition. Antitakeover Effects of the Company's Rights Plan, Charter, and By-laws. On April 21, 1993, the Company adopted an Amended and Restated Rights Agreement ("Rights Plan") which plan was amended on October 1, 2001, pursuant to which shareholders were granted one right for each share of Common Stock held by them. In the event 20% or more of the Company's stock is acquired by any one person (other than as a result of a merger or other business combination the Board of Directors determines was not effected for the purpose of acquiring Company stock), other shareholders have the right with respect to each share of Common Stock held by them to purchase for a purchase price of $90 such number of shares of Common Stock as has a market value equal to twice that amount. The Rights Plan expires on May 16, 2003. In addition, the Company's Board of Directors has the authority to issue up to 500,000 shares of Preferred Stock and to determine the price, preferences, privileges, and restrictions, including voting rights, of those shares without any further vote or action by the shareholders. The rights of the holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. The issuance of Common Stock pursuant to the Rights Plan or the issuance of Preferred Stock may have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of the Company. In addition, pursuant to the Company's By-laws, each director is elected for a term of three years and the terms are staggered so that only one-third of the directors are elected each year. These provisions could have the effect of delaying any change in the constitution of the Board of Directors of the Company as a result of a third-party acquiring a majority of the outstanding voting stock of the Company. The Rights Plan and the Charter and By-law provisions referred to in this paragraph may have the effect of discouraging, delaying, or preventing a merger, tender offer, or proxy contest involving the Company, which could adversely affect the market price of the Company's Common Stock. Item 2. Properties The Company's corporate offices consist of approximately 38,500 square feet of space leased by the Company in New York, New York and approximately 30,000 square feet of space leased by the Company in Starkville, Mississippi. The Company's warehouse and distribution facilities consist of approximately 710,000 square feet of space either owned or leased by the Company at 6 locations in Louisiana, Mississippi, and Tennessee. The Company has manufacturing facilities in approximately a) 433,000 square feet of space either owned or leased by the Company at 6 locations in Louisiana, Mississippi, and Arkansas, b) 33,000 square feet of space owned by the Company at a single location in Costa Rica, c) 275,000 square feet of space leased by the Company at 8 locations in El Salvador, and d) 214,000 square feet of space leased by the Company at 3 locations in Honduras. Other than the lease for the Company's executive offices in New York, New York which expires in 2011, all of the Company's United States facilities not owned by the Company are leased pursuant to agreements which include extended renewal options at nominal rent and options to purchase for nominal consideration after related industrial development bond indebtedness has been satisfied. The lease agreements for the Company's facilities in El Salvador and Honduras have remaining terms of up to five years and do not include renewal options or include limited renewal options. The Company believes it will be able either to extend the term of these agreements as they expire or locate alternate facilities. The Company believes that its facilities are suitable and adequate for its foreseeable needs and that except where the Company has determined that it no longer needed certain capacity and has written down the carrying value of that facility to its net realizable value, each was fully utilized during 2001. Item 3. Legal Proceedings. None. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for Company's Common Equity and Related Stockholder Matters. (a), (b), and (c) Market information, Holders, and Dividends. The Company's common stock is listed and traded on the American Stock Exchange under the symbol GAN. The high and low sales prices during each quarterly period for fiscal years 2001 and 2000 are set forth in the table below: Sales Price of Common Stock --------------------------------- 2001 2000 ---- ---- Quarters High Low High Low - -------- ---- --- ---- --- First . . . . . . . . . . . . . . . . $22.64 $18.34 $33.00 $28.63 Second. . . . . . . . . . . . . . . . 25.37 22.25 29.25 23.63 Third . . . . . . . . . . . . . . . . 32.95 23.81 25.13 20.50 Fourth. . . . . . . . . . . . . . . . 37.17 29.87 24.13 21.25 Dividends paid during the last two fiscal years were as follows: Dividends Paid per Share Quarters 2001 2000 - -------- ---- ---- First -Regular . . . . . . . . . . $ .25 $ .25 -Special . . . . . . . . . . .80 .80 Second -Regular . . . . . . . . . . .25 .25 Third -Regular . . . . . . . . . . .25 .25 Fourth -Regular . . . . . . . . . . .25 .25 ------ ----- Total . . . . . . . . . . . . $ 1.80 $1.80 ====== ===== As at December 17, 2001, there were 322 shareholders of record including Cede & Company in its capacity as nominee for the Depository Trust Company. FIVE-YEAR REVIEW 2001 2000 1999 1998 1997 - --------------------------------------------------------------------------------------------------------------- NET SALES $257,157,000 $236,165,000 $228,845,000 $194,197,000 $153,250,000 COST OF SALES 188,480,000 179,515,000 170,981,000 148,382,000 116,833,000 - --------------------------------------------------------------------------------------------------------------- GROSS MARGIN ON SALES 68,677,000 56,650,000 57,864,000 45,815,000 36,417,000 SELLING AND ADMINISTRATIVE EXPENSES 32,123,000 29,668,000 29,318,000 25,126,000 22,915,000 INTEREST ON CAPITALIZED LEASES 86,000 103,000 89,000 111,000 119,000 INTEREST INCOME (1,884,000) (2,225,000) (2,513,000) (2,960,000) (2,773,000) - --------------------------------------------------------------------------------------------------------------- EARNINGS BEFORE PROVISION FOR INCOME TAXES 38,352,000 29,104,000 30,970,000 23,538,000 16,156,000 PROVISION FOR INCOME TAXES 15,725,000 12,078,000 12,630,000 9,501,000 6,441,000 - --------------------------------------------------------------------------------------------------------------- NET EARNINGS $22,627,000 $17,026,000 $18,340,000 $14,037,000 $9,715,000 - --------------------------------------------------------------------------------------------------------------- EARNINGS PER SHARE--BASIC $4.63 $3.26 $3.52 $2.75 $1.92 --DILUTED $4.60 $3.25 $3.49 $2.73 $1.92 AVERAGE SHARES OUTSTANDING--BASIC 4,884,000 5,216,000 5,210,000 5,109,000 5,070,000 --DILUTED 4,918,000 5,238,000 5,257,000 5,150,000 5,070,000 DIVIDENDS PAID PER SHARE $1.80 $1.80 $1.65 $1.20 $1.00 - --------------------------------------------------------------------------------------------------------------- CURRENT ASSETS $141,870,000 $128,980,000 $116,372,000 $112,116,000 $94,014,000 CURRENT LIABILITIES 42,347,000 36,289,000 38,970,000 31,267,000 25,607,000 - --------------------------------------------------------------------------------------------------------------- WORKING CAPITAL 99,523,000 92,691,000 77,402,000 80,849,000 68,407,000 WORKING CAPITAL RATIO 3.35 3.55 2.99 3.59 3.67 - --------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $168,033,000 $163,592,000 $163,692,000 $146,173,000 $132,386,000 - --------------------------------------------------------------------------------------------------------------- LONG-TERM OBLIGATIONS $1,710,000 $1,910,000 $2,150,000 $2,170,000 $2,807,000 - --------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY $122,564,000 $123,490,000 $120,127,000 $109,707,000 $100,786,000 COMMON STOCK ISSUED AND OUTSTANDING 4,491,387 5,072,337 5,305,737 5,128,719 5,069,892 - ---------------------------------------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve certain risks and uncertainties. Discussions containing such forward-looking statements may be found in the material set forth below in this Management's Discussion and Analysis of Financial Condition and Results of Operations, under the heading Risk Factors previously in this Report, as well as in this Report generally, including the documents incorporated by reference herein. Without limiting the foregoing, the words believes, anticipates, plans, expects, and similar expressions are intended to identify forward-looking statements. The Company's actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those appearing in this Report and in the documents incorporated by reference herein. These forward-looking statements are made as of the date of this Report, and the Company assumes no obligations to update such forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements. RESULTS OF OPERATIONS, 2001, 2000, AND 1999 FISCAL YEARS Net Sales Net sales increased by $20,992,000, or 8.9%, to $257,157,000 in fiscal 2001 from fiscal 2000 net sales of $236,165,000. Fiscal 2000 net sales increased $7,320,000, or 3.2%, from fiscal 1999 net sales of $228,845,000. The increases in net sales in 2001 from 2000 and in 2000 from 1999 were principally in the Company's Childrenswear Division. Gross Margin Gross margin in fiscal 2001 was $68,677,000, or 26.7% of net sales, as compared to $56,650,000, or 24.0% of net sales, in fiscal 2000. The increase in gross margin was due to various factors including a) duty savings resulting from lower effective duty rates on a portion of the Company's Caribbean Basin production, b) lower costs of production as a result of shifting more production to the Caribbean Basin, c) lower costs associated with improved manufacturing efficiencies, and d) changes in customer programs (product mix). The Company is a beneficiary of the Trade and Development Act of 2000 pursuant to which a portion of its garments produced in the Caribbean Basin are imported free of duty subject to annual quotas. Gross margin in fiscal 2000 was $56,650,000, or 24.0% of net sales, as compared to $57,864,000, or 25.3% of net sales, in fiscal 1999. The decrease in gross margin was due principally to product mix changes. Selling and Administrative Expenses; Interest Income Selling and administrative expenses in fiscal 2001 were $32,123,000, or 12.5% of net sales, as compared to $29,668,000, or 12.6% of net sales, in fiscal 2000. The decrease in selling and administrative expenses as a percentage of net sales resulted from the increase in net sales offset in part by amortization of the balance of the compensation expense relating to the shares issued pursuant to the 1999 Restricted Stock Plan, all of which vested in fiscal 2001. Selling and administrative expenses in fiscal 2000 were $29,668,000, or 12.6% of net sales, as compared to $29,318,000, or 12.8% of net sales, in fiscal 1999. The increase in absolute dollars was due primarily to increased activity relating to the continued expansion of manufacturing facilities in the Caribbean Basin and a domestic distribution facility to support the offshore expansion and was partially offset by decreased advertising expenses. Interest income in fiscal 2001 decreased to $1,884,000 from $2,225,000 in fiscal 2000 and $2,513,000 in fiscal 1999. The decrease in interest income has been due to declines in interest rates and in the level of investments principally due to the use of funds for the share repurchase referred to below. FINANCIAL POSITION, LIQUIDITY, AND CAPITAL RESOURCES On April 30, 2001, the Company's Board of Directors authorized an offer to purchase up to 700,000 shares of Common Stock (including the associated Common Stock Purchase Rights) at a purchase price not in excess of $30 nor less than $26 per share. The tender offer commenced on May 4, 2001, and expired on June 6, 2001, and a total of 596,250 shares of Company Common Stock were tendered to and purchased by the Company. The purchase price was $30 per share, and the total purchase price of $17,887,500 was paid by the Company on June 11, 2001. On April 26, 2001, the Company ended the restriction period and fully vested the shares of Company Common Stock issued in May, 1999, pursuant to the 1999 Restricted Stock Plan. At September 30, 2001, working capital was $99,523,000, an increase of $6,832,000 from September 30, 2000, working capital of $92,691,000. The major changes in the components of working capital were a) the increase in cash and cash equivalents, which reflects the Company's net income for the year and its decision to reduce its investments in long-term securities reduced by the cash expended in the share repurchase referred to above and b) the increased income taxes payable as a result of the increased net income. Cash used for investing activities totaled $616,000 in 2001 compared to cash provided by investing activities of $2,578,000 in 2000. Capital expenditures were $4,811,000 in 2001 compared with $8,726,000 in 2000. Cash used for financing activities totaled $26,846,000 in 2001 compared to $14,535,000 in 2000. The Company's principal financing activities were the share repurchase referred to above and payment of dividends. Shareholders' equity at September 30, 2001 was $122,564,000, or $27.29 book value per share, as compared to $123,490,000, or $24.34 book value per share, at September 30, 2000. The slight overall decrease in shareholders' equity reflects the cash expended on the share repurchase referred to above offset by the Company's net income and amortization of the remaining unamortized value of shares issued pursuant to the 1999 Restricted Stock Plan. The increase in book value per share was due to the decrease in the number of shares outstanding at September 30, 2001. Management believes that the Company has sufficient working capital to finance its operations and projected growth. There were no short-term borrowings outstanding during fiscal years 2001, 2000, and 1999, and management does not anticipate the need for any such borrowings. If necessary, the Company has the ability to obtain funds from a number of sources to meet its seasonal or long-term requirements. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK The Company does not believe it is exposed to market risks with respect to any of its investments; the Company does not utilize market rate sensitive instruments for trading or other purposes. The Company's long-term investments consist of United States Treasury Notes maturing in 2003. CONSOLIDATED BALANCE SHEETS ASSETS SEPTEMBER 30, 2001 SEPTEMBER 30, 2000 - -------------------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash and cash equivalents $ 33,881,000 $ 14,580,000 U.S. Government securities--short-term 0 6,436,000 Accounts receivable, less estimated uncollectibles of 493,000 at 2001 and $512,000 at 2000 59,301,000 53,732,000 Inventories 41,596,000 47,757,000 Other current assets 7,092,000 6,475,000 - -------------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 141,870,000 128,980,000 - -------------------------------------------------------------------------------------------------------- U.S. GOVERNMENT SECURITIES--LONG-TERM 3,500,000 7,695,000 PROPERTY, PLANT AND EQUIPMENT, NET 16,109,000 18,878,000 OTHER ASSETS 6,554,000 8,039,000 - -------------------------------------------------------------------------------------------------------- TOTAL ASSETS $ 168,033,000 $163,592,000 - -------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY - -------------------------------------------------------------------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 11,609,000 $10,417,000 Accrued liabilities 20,573,000 21,263,000 Income taxes payable 9,945,000 4,369,000 Current portion of capitalized lease obligations 220,000 240,000 - -------------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 42,347,000 36,289,000 - -------------------------------------------------------------------------------------------------------- CAPITALIZED LEASE OBLIGATIONS, NET OF CURRENT PORTION 1,710,000 1,910,000 - -------------------------------------------------------------------------------------------------------- DEFERRED INCOME TAXES 1,412,000 1,903,000 - -------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY: Preferred stock ($10 par value), 500,000 shares authorized; none issued Common stock (no par value), 15,000,000 shares authorized; shares issued: 4,491,387 at 2001 and 5,072,337 at 2000 2,246,000 2,536,000 Additional paid-in capital 5,817,000 6,327,000 Unamortized value of restricted stock 0 (3,073,000) Retained earnings 114,501,000 117,700,000 - -------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 122,564,000 123,490,000 - -------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $168,033,000 $163,592,000 - --------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF EARNINGS YEARS ENDED SEPTEMBER 30, ------------------------------------------------------ 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------- NET SALES $257,157,000 $236,165,000 $228,845,000 Cost of sales 188,480,000 179,515,000 170,981,000 - -------------------------------------------------------------------------------------------------------------- Gross margin on sales 68,677,000 56,650,000 57,864,000 Selling and administrative expenses 32,123,000 29,668,000 29,318,000 Interest on capitalized leases 86,000 103,000 89,000 Interest income (1,884,000) (2,225,000) (2,513,000) - -------------------------------------------------------------------------------------------------------------- Earnings before provision for income taxes 38,352,000 29,104,000 30,970,000 Provision for income taxes 15,725,000 12,078,000 12,630,000 - -------------------------------------------------------------------------------------------------------------- NET EARNINGS $22,627,000 $17,026,000 $18,340,000 - -------------------------------------------------------------------------------------------------------------- Earnings per share--Basic $4.63 $3.26 $3.52 --Diluted $4.60 $3.25 $3.49 Average shares outstanding--Basic 4,884,000 5,216,000 5,210,000 --Diluted 4,918,000 5,238,000 5,257,000 - --------------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY UNAMORTIZED ADDITIONAL VALUE OF COMMON PAID-IN RESTRICTED RETAINED YEARS ENDED 1999, 2000, AND 2001 STOCK CAPITAL STOCK EARNINGS TOTAL - ------------------------------------------------------------------------------------------------------------ BALANCE AT SEPTEMBER 30, 1998 $2,564,000 $6,792,000 $ $100,351,000 $109,707,000 - ------------------------------------------------------------------------------------------------------------ Net earnings 18,340,000 18,340,000 Issuance of restricted stock 80,000 4,200,000 (4,280,000) Amortization of restricted stock 355,000 355,000 Exercise of stock options 9,000 280,000 289,000 Dividends paid--$1.65 per share (8,564,000) (8,564,000) - ------------------------------------------------------------------------------------------------------------ BALANCE AT SEPTEMBER 30, 1999 $2,653,000 $11,272,000 $(3,925,000) $110,127,000 $120,127,000 - ------------------------------------------------------------------------------------------------------------ Net earnings 17,026,000 17,026,000 Repurchase of stock (125,000) (5,219,000) (5,344,000) Amortization of restricted stock 852,000 852,000 Exercise of stock options 8,000 274,000 282,000 Dividends paid--$1.80 per share (9,453,000) (9,453,000) - ------------------------------------------------------------------------------------------------------------ BALANCE AT SEPTEMBER 30, 2000 $2,536,000 $6,327,000 $(3,073,000) $117,700,000 $123,490,000 - ------------------------------------------------------------------------------------------------------------ Net earnings 22,627,000 22,627,000 Repurchase of stock (298,000) (762,000) (16,827,000) (17,887,000) Amortization of restricted stock 3,073,000 3,073,000 Exercise of stock options 8,000 252,000 260,000 Dividends paid--$1.80 per share (8,999,000) (8,999,000) - ------------------------------------------------------------------------------------------------------------ BALANCE AT SEPTEMBER 30, 2001 $2,246,000 $5,817,000 $ 0 $114,501,000 $122,564,000 - ------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED SEPTEMBER 30, ------------------------------------- 2001 2000 1999 - ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: NET EARNINGS $22,627,000 $17,026,000 $18,340,000 ADJUSTMENTS TO RECONCILE NET EARNINGS TO NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES: Deferred compensation 3,073,000 852,000 355,000 Depreciation and amortization 7,580,000 5,241,000 3,913,000 Deferred income taxes 236,000 54,000 (2,114,000) Changes in assets and liabilities: U.S. Government securities--short-term 6,436,000 5,434,000 Accounts receivable (5,569,000) 5,649,000 (16,818,000) Inventories 6,161,000 (10,424,000) (4,557,000) Other current assets (1,320,000) (390,000) (171,000) Accounts payable 1,192,000 458,000 1,404,000 Accrued liabilities (690,000) (1,232,000) 3,920,000 Income taxes payable 5,552,000 (2,102,000) 2,453,000 Other assets 1,485,000 (1,547,000) (1,095,000) - ------------------------------------------------------------------------------------------------------- NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 46,763,000 13,585,000 11,064,000 - ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Sale of U.S. Government securities--long-term 7,695,000 24,605,000 23,456,000 Purchase of U.S. Government securities--long-term (3,500,000) (13,301,000) (16,794,000) Additions to property, plant and equipment (4,811,000) (8,726,000) (5,961,000) - ------------------------------------------------------------------------------------------------------- NET CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES (616,000) 2,578,000 701,000 - ------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment of dividends (8,999,000) (9,453,000) (8,564,000) Repayment of capitalized lease obligations (220,000) (20,000) (137,000) Proceeds from exercise of stock options 260,000 282,000 289,000 Repurchase of stock (17,887,000) (5,344,000) - ------------------------------------------------------------------------------------------------------- NET CASH FLOWS USED FOR FINANCING ACTIVITIES (26,846,000) (14,535,000) (8,412,000) - ------------------------------------------------------------------------------------------------------- INCREASE IN CASH AND CASH EQUIVALENTS 19,301,000 1,628,000 3,353,000 - ------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 14,580,000 12,952,000 9,599,000 - ------------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR $33,881,000 $14,580,000 $12,952,000 - ------------------------------------------------------------------------------------------------------- SUPPLEMENTAL DISCLOSURES CASH PAID DURING THE YEAR FOR: Interest $86,000 $103,000 $89,000 Income taxes 9,929,000 13,565,000 12,404,000 - -------------------------------------------------------------------------------------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly-owned. Translation gains and losses on consolidation of foreign subsidiaries are not significant, and, therefore no comprehensive income or separate component of shareholder's equity have been provided. All inter-company accounts and transactions have been eliminated in consolidation. b. USE OF ESTIMATES The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. c. REVENUE RECOGNITION Sales are recognized upon shipment of merchandise. The Company does not provide for allowances or return of goods except for cause. When an allowance or return occurs, it is accounted for as a reduction of sales. Sales allowances or returns are not significant in the operations of the Company. d. INVENTORIES Inventories are stated at the lower of cost (principally standard cost which approximates actual cost on a first-in, first-out basis) or market. e. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are carried at cost. Depreciation and amortization for financial accounting purposes are provided by using the straight line method over the estimated useful lives of the assets. Leases of manufacturing facilities which are in substance financing arrangements have been capitalized, with the corresponding liability included in capitalized lease obligations. f. INCOME TAXES Deferred income taxes are provided to reflect the tax effect of timing differences in reporting income and deductions for tax and financial statement purposes under SFAS 109 which provides for accounting for deferred income taxes using the liability method. g. EARNINGS PER SHARE Earnings per share are calculated on the basis of the weighted average number of common shares outstanding during the period in accordance with the provisions of Statement of Financial Accounting Standards No. 128. Diluted earnings per share considers the effect of potential common shares such as stock options. The dilution for the years ended September 30, 2001 and 2000 is due to the net incremental effect of outstanding stock options of 34,000 and 22,000 shares, respectively. h. CASH AND CASH EQUIVALENTS For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. i. INVESTMENTS Financial instruments, which potentially subject the Company to concentration of risk, consist of cash and investments. The Company places its investments in US Treasury obligations which limits the amount of credit exposure. The Company's investments are designated as trading or held-to-maturity. Trading securities are reported at fair value, with changes in fair value included in earnings. When the Company has the intent and ability to hold the securities to maturity they are classified as held-to-maturity securities and reported at amortized cost. NOTE 2--INVESTMENTS Investments in the held-to-maturity category amounted to $3,500,000 at September 30, 2001 and consisted of U.S. Treasury Notes with contractual maturities as follows: 2003........................................................ $3,500,000 ---------- $3,500,000 ========== The estimated fair value of investments approximates the amortized cost, and, therefore, there are no unrealized gains or losses as at September 30, 2001. NOTE 3--INVENTORIES INVENTORIES CONSIST OF THE FOLLOWING: 2001 2000 ---- ---- Raw materials.............................................. $6,627,000 $8,338,000 Work in process............................................ 6,070,000 8,817,000 Finished goods.............................................. 28,899,000 30,602,000 ----------- ----------- $41,596,000 $47,757,000 =========== ===========
NOTE 4--PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT CONSIST OF THE FOLLOWING: 2001 2000 ---- ---- Capitalized leased manufacturing plants.................... $12,023,000 $12,023,000 Machinery and equipment.................................... 29,366,000 25,393,000 Leasehold improvements..................................... 6,257,000 5,786,000 Transportation equipment.................................... 4,008,000 3,883,000 ----------- ----------- 51,654,000 47,085,000 Less accumulated depreciation and amortization........... 35,545,000 28,207,000 ---------- ----------- $16,109,000 $18,878,000 =========== ===========
The net book value of the capitalized leased manufacturing plants was $2,331,000 at September 30, 2001, and $3,058,000 at September 30, 2000. NOTE 5--CAPITALIZED LEASES Substantially all of the Company's leases of manufacturing facilities in the United States have been capitalized. Future minimum lease payments of principal and interest under leases capitalized at September 30, 2001, are as follows: 2002........................................................ $262,000 2003........................................................ 396,000 2004........................................................ 232,000 2005........................................................ 227,000 2006........................................................ 222,000 Later years................................................. 785,000 ----------- 2,124,000 Less interest--2.35% to 6.0%................................ (194,000) ----------- Total minimum lease payments................................ 1,930,000 Less amounts due within one year............................ (220,000) ----------- $1,710,000 =========== NOTE 6--INCOME TAXES The difference between the total statutory Federal income tax and the actual income tax expense is accounted for as follows: 2001 2000 1999 ------------------------ ------------------------ ------------------------ Percent of Percent of Percent of Pre-tax Pre-tax Pre-Tax Amount Earnings Amount Earnings Amount Earnings ------------------------- ------------------------ ------------------------ Federal statutory tax expense.... $13,423,000 35.0% $10,186,000 35.0% $10,839,000 35.0% State and local income tax expense, net of Federal income tax benefit and other............ 2,302,000 6.0 1,892,000 6.5 1,791,000 5.8 ---------- ---- ----------- ---- ----------- ---- Income tax expense............... $15,725,000 41.0% $12,078,000 41.5% $12,630,000 40.8% =========== ==== =========== ==== =========== ====
Income tax expense consists of the following components: 2001 2000 1999 ---- ---- ---- Current..................................................... $15,489,000 $12,024,000 $14,744,000 Deferred.................................................... 236,000 54,000 (2,114,000) ----------- ----------- ----------- $15,725,000 $12,078,000 $12,630,000 =========== =========== ===========
Deferred income taxes are provided to reflect the tax effect of timing differences in reporting income and deductions for tax and financial statement purposes, principally depreciation, pension, employee benefits, deferred compensation and inventory. Included in Other Current Assets at September 30, 2001, and 2000, is $2,753,000 and $3,456,000, respectively, of current deferred income tax debits, and included in Income Taxes Payable at September 30, 2001, and 2000 is $331,000 and $307,000, respectively, of current deferred income tax credits. NOTE 7--COMMITMENTS The Company is obligated under certain long-term leases that do not meet the criteria for capitalization. The annual minimum rental commitments (excluding escalation) of these leases are: 2002........................................................ $3,066,000 2003........................................................ 2,517,000 2004........................................................ 2,420,000 2005........................................................ 2,070,000 2006........................................................ 1,596,000 2007 and thereafter......................................... 4,911,000 Total rental expense charged to operations in 2001, 2000, and 1999 amounted to $3,178,000, $2,628,000, and $2,138,000, respectively. NOTE 8--SHAREHOLDERS' EQUITY Pursuant to the Company's Rights Plan, as amended, each shareholder holds one right for each share of common stock, and in the event any person acquires 20% of the Company's common stock other than a result of a merger or other business combination the Board of Directors determines was not effected for the purpose of acquiring Company stock, each right will give the holder the option to purchase one share of the Company's common stock for $90, subject to adjustment. The rights expire May 16, 2003, and may be redeemed by the Company for $.01 per right. As of September 30, 2001, 4,491,387 shares of the Company's common stock were reserved for issuance under the Company's Rights Plan. NOTE 9--MAJOR CUSTOMERS The Company operates within one industry segment--the manufacture of apparel. Sales to one mass merchandiser accounted for approximately 87% of the Company's net sales in 2001, 87% in 2000, and 89% in 1999. No other customer accounted for more than 10% of the Company's net sales in any of the three years. The Company routinely assesses the financial strength of its customers and, as a consequence, generally does not require collateral or other security to support customer receivables. Historically, the Company has not experienced significant losses related to receivables and management believes that its trade receivable credit risk exposure is limited. NOTE 10--EMPLOYMENT AGREEMENTS The Company maintains employment agreements with four directors, three of whom are also officers of the Company. The employment agreements contain provisions that would entitle each of the four directors to receive up to 2.99 times the average of the three highest annual compensation years out of the five prior years plus gross-up for excise taxes and continuation of certain benefits if there is a change in control in the Company (as defined) and his employment terminates. The maximum contingent liability under these agreements in such event is approximately $11,227,000. The employment agreements also provide for severance benefits, disability and death benefits and, as to one officer-director, consulting services under certain circumstances. NOTE 11--PENSION AND RETIREMENT PLANS The Company contributes to defined benefit pension plans which cover all eligible employees. Pension costs are generally funded currently. Pension expense amounted to $919,877 in 2001, $279,718 in 2000, and $253,899 in 1999. Pension information under FASB No. 132 is as follows: 2001 2000 ----------- ----------- CHANGE IN BENEFIT OBLIGATIONS Benefit obligation at beginning of year $15,517,516 $15,691,610 Service cost 552,873 580,760 Interest cost 1,158,849 1,167,556 Actuarial gain (loss) 2,578,870 (261,540) Benefits paid (246,746) (258,243) Settlements (1,809,942) (1,402,627) ----------- ----------- Benefit obligation at end of year $17,751,420 $15,517,516 ----------- ----------- CHANGE IN PLAN ASSETS Fair value of plan assets at beginning of year $19,084,403 $19,629,294 Actual return on plan assets 778,956 222,177 Employer contribution 1,904,169 893,802 Benefits paid (246,746) (258,243) Settlements (1,809,942) (1,402,627) ----------- ----------- Fair value of plan assets at end of year $19,710,840 $19,084,403 ----------- ----------- RECONCILIATION OF FUNDED STATUS Funded status $1,959,420 $3,566,887 First Quarter Contribution 263,088 1,354,255 Unrecognized net transition obligation 304,260 378,163 Unrecognized prior service cost 420,048 609,663 Unrecognized net actuarial loss 4,179,340 1,324,062 ----------- ----------- Prepaid benefit cost, September 30 $7,126,156 $7,233,030 =========== =========== WEIGHTED-AVERAGE ASSUMPTIONS Discount rate Beginning of year 7.75% 7.50% End of year 7.00% 7.75% Expected return on plan assets 9.50% 9.50% Rate of compensation increase 5.30% 5.30% COMPONENTS OF NET PERIODIC BENEFIT COST Service cost $552,873 $580,760 Interest cost 1,158,849 1,167,556 Expected return on plan assets (1,885,120) (1,911,687) Amortization of net transition obligation 71,387 73,768 Amortization of prior service cost 164,327 186,422 Amortization of net actuarial loss 93,511 26,574 Curtailment loss 32,969 0 Settlement loss 731,081 156,325 ----------- ----------- Net periodic benefit cost $919,877 $279,718 ============ ===========
The Board of Directors adopted on January 1, 1995, a Supplemental Benefit Restoration Plan for certain employees to restore certain pension benefits which had been reduced by legislative action. During the fiscal year, the Company amended the plan to eliminate a cap on income subject to the plan resulting in a one-time expense for the retroactive effect of such amendment. The Company is currently funding its obligations under the Plan and the 2001, 2000, and 1999 expense for such plan was $1,400,000, $184,000, and $180,000, respectively. NOTE 12--STOCK OPTION PLAN In 1989, the Company adopted a plan ("1989 Plan") for granting stock options to employees to purchase common stock at a price not lower than its fair market value at the respective date of grant, and 200,000 shares (as adjusted) were reserved for issuance under the 1989 plan. On November 6, 1996, options to purchase a total of 177,500 shares of the Company's Common Stock at an exercise price of $17 per share were granted to certain employees. The options are exercisable until ten years from date of grant subject to certain conditions. No further options are available for grant under the 1989 Plan. In 1998, the Company adopted a plan (1998 Plan) for granting stock options to employees pursuant to terms and conditions equivalent to the 1989 Plan, and 200,000 shares were reserved for issuance. No options have been granted pursuant to the 1998 Plan, and at September 30, 2001, 200,000 options were available for grant thereunder. During fiscal 2001, 15,300 options were exercised for a total of $260,100. At September 30, 2001, there were 69,755 options outstanding all of which were exercisable. The Company applies Accounting Principles Board Opinion No. 25 (Accounting for Stock Issued to Employees) and related interpretations in accounting for its stock options plans. Accordingly, no compensation expense is recognized when options are granted. In October 1995, the Financial Accounting Standards Board issued SFAS No. 123 (Accounting for Stock-Based Compensation) which became effective for the Company during the current year. Had compensation expense been determined based on the fair value methodology prescribed in this statement, net earnings and earnings per share for the current year would have been reduced by approximately $248,000 or $.05 per share for options granted in fiscal 1997. The fair value of the options granted during fiscal 1997 was estimated at $2.33 on the date of grant using the Black- Scholes option-pricing model with the following assumptions: dividend yield 6%, volatility 19%, risk-free interest rate of 6.5% and an expected life of 6 years. NOTE 13--RESTRICTED STOCK PLAN In May, 1999, the Company terminated the Supplemental Executive Retirement Plan ("SERP"), which had been adopted in 1989 for certain executive employees to restore pension benefits which had been reduced by legislative action. In lieu of the SERP, the Company adopted a 1999 Restricted Stock Plan ("Restricted Stock Plan") for the benefit of the same individuals covered under the SERP and issued 160,000 shares of Common Stock thereunder. The shares issued pursuant to the Restricted Stock Plan were subject to restrictions on transfer and certain other conditions. During the restriction period, plan participants were entitled to vote and receive dividends on such shares. Upon issuance of the 160,000 shares pursuant to the Restricted Stock Plan, an unamortized compensation expense equivalent to the market value of the shares on the date of grant was charged to shareholders' equity to be amortized over the five year restriction period. On April 26, 2001, the Compensation Committee elected to end the restriction period, and all shares issued pursuant to the Restricted Stock Plan vested on that date. The compensation expense taken with respect to the restricted shares during the year ended September 30, 2001 and 2000, was $3,073,000 and $852,000, respectively, and there will be no further compensation expense with respect to the Restricted Stock Plan. NOTE 14--QUARTERLY FINANCIAL DATA (UNAUDITED) Financial data for the interim periods of 2001 and 2000 were as follows: EARNINGS PER SHARE NET GROSS NET ------------------- SALES MARGINS EARNINGS BASIC DILUTED ----- ------- -------- ----- ------- (In thousands, except per share amounts) Fiscal Year 2001 Quarters - --------------------------------------------------------- First.................................................... $ 55,053 $13,589 $ 4,077 $0.80 $0.80 Second................................................... 56,685 16,380 5,538 1.09 1.08 Third.................................................... 55,176 15,917 4,856 1.00 0.98 Fourth................................................... 90,243 22,791 8,156 1.82 1.80 -------- ------- ------- ----- ----- Total................................................. $257,157 $68,677 $22,627 $4.63* $4.60* ======== ======= ======= ===== ===== Fiscal Year 2000 Quarters - --------------------------------------------------------- First.................................................... $53,345 $11,398 $3,184 $.60 $.59 Second................................................... 54,668 13,407 3,937 .74 .74 Third.................................................... 47,941 12,041 3,085 .60 .60 Fourth................................................... 80,211 19,804 6,820 1.32 1.32 -------- ------- ------- ----- ----- Total................................................. $236,165 $56,650 $17,026 $3.26 $3.25 ======== ======= ======= ===== ===== * The number of shares outstanding for purposes of calculating earning per share changed during the year primarily because of the 596,250 share repurchase in June, 2001, and as a result the total of the fiscal 2001 reported quarterly earnings per share does not equal the earnings per share as computed for the entire 12 months.
INDEPENDENT AUDITORS' REPORT Board of Directors and Shareholders Garan, Incorporated We have audited the accompanying consolidated balance sheets of Garan, Incorporated and its subsidiaries as at September 30, 2001 and 2000 and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three fiscal years in the period ended September 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the aforementioned financial statements present fairly, in all material respects, the consolidated financial position of Garan, Incorporated and its subsidiaries as at September 30, 2001 and 2000, and the results of consolidated operations, changes in shareholders' equity and cash flows for each of the three fiscal years in the period ended September 30, 2001 in conformity with auditing standards generally accepted in the United States of America. /S/ CITRIN COOPERMAN & COMPANY, LLP CITRIN COOPERMAN & COMPANY, LLP New York, New York November 9, 2001 PART III Item 10. Directors and Executive Officers of the Company. The information required to be set forth in this Item will be contained in the Company's 2002 Proxy Statement under the caption Election of Directors and is incorporated by reference into this Report. Item 11. Executive Compensation. The information required to be set forth in this Item will be contained in the Company's 2002 Proxy Statement under the caption Executive Compensation and is incorporated by reference into this Report. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required to be set forth in this Item will be contained in the Company's 2002 Proxy Statement under the caption Election of Directors; Security Ownership of Certain Beneficial Owners and Management and is incorporated by reference into this Report. Item 13. Certain Relationships and Related Transactions. The information required to be set forth in this Item will be contained in the Company's 2002 Proxy Statement under the caption Transactions with Management and is incorporated by reference into this Report. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) Index to Consolidated Financial Statements and Consolidated Financial Statement Schedules. (1) Consolidated Financial Statements. Included in Part II, Item 8 of this Report: Consolidated Balance Sheets as at September 30, 2001, and September 30, 2000. Consolidated Statements of Earnings - years ended September 30, 2001, September 30, 2000, and September 30, 1999. Consolidated Statements of Shareholders' Equity - years ended September 30, 2001, September 30, 2000, and September 30, 1999. Consolidated Statements of Cash Flows - years ended September 30, 2001, September 30, 2000, and September 30, 1999. Notes to Consolidated Financial Statements for the years ended September 30, 2001, September 30, 2000, and September 30, 1999 Independent Auditors' Report dated November 9, 2001. (2) Consolidated Financial Statement Schedules. Independent Auditors' Report on Schedules dated November 9, 2001, and Consent of Independent Certified Public Accountants dated December 21, 2001. F-1 Supplemental Notes to Consolidated Financial Statements for the years ended September 30, 2001, September 30, 2000, and September 30, 1999. F-2 Schedules other than those listed above are omitted for the reason that they are not required, are not applicable, or the required information is shown in the Consolidated Financial Statements or Notes thereto. Individual financial statements of the Company and its subsidiaries are omitted because all subsidiaries included in the Consolidated Financial Statements are 100% owned. (b) No reports on Form 8-K have been filed by the Company during the last quarter of the period covered by this Report. (c) Exhibits filed as part of this Report. (3) Articles of Incorporation and by-laws. (i) Restated Articles of Incorporation. (1) (ii) Articles of Amendment of the Restated Articles of Incorporation. (1) (iii) Articles of Amendment of the Restated Articles of Incorporation. (2) (iv) By-laws, as amended through August 13, 2001. (3) (4) Instruments defining the rights of security holders, including indentures. (i) Amended and Restated Rights Agreement dated as of April 21, 1993, between the Company and Chemical Bank (now known as J.P Morgan Chase) ("Rights Agreement")(4) (ii) Amendment dated October 1, 2001, to the Rights Agreement. (10) Material Contracts. (i) 1989 Stock Option Plan.(5) (ii) 1998 Stock Option Plan.(6) (iii) 1999 Restricted Stock Plan.(7) (iv) Employment and Consulting Agreement amended and restated as of May 1, 2001, between the Company and Seymour Lichtenstein.(3) (v) Employment Agreement amended and restated as of May 1, 2001, between the Company and Jerald Kamiel.(3) (vi) Employment Agreement amended and restated as of May 1, 2001, between the Company and William J. Wilson.(3) (vii) Employment Agreement amended and restated as of May 1, 2001, between the Company and Rodney Faver.(3) (viii) Stock Agreement among Marita Lichtenstein, Marita Lichtenstein as Custodian for Samuel Lichtenstein, Seymour Lichtenstein, The Lichtenstein Foundation, Inc., and the Company.(8) (ix) Form of Indemnity Agreement dated August 9, 1993, between the Company and each of its directors.(9) (x) Indemnity Agreement dated August 9, 1993, between the Company and Alexander J. Sistarenik.(9) (xi) Agreement effective as of July 27, 2001, between the Company and Private Capital Management, Inc. (xii) Standstill Agreement effective as of November 7, 2001, among the Company, Royce & Associates, Inc., Brandywine Asset Management, Inc., and Legg Mason, Inc. (21) Schedule of Subsidiaries of the Company. Exhibits not included in this filing are hereby incorporated by reference from the following reports and registration statements previously filed by the Company: 1. Annual Report on Form 10-K for the fiscal year ended September 30, 1988. 2. Annual Report on Form 10-K for the fiscal year ended September 30, 1992. 3. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001. 4. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1993. 5. Registration Statement on Form S-8 (File No. 33-29054) filed May 31, 1989. 6. Registration Statement on Form S-8 (File No. 333-66009) filed October 22, 1998. 7. Annual Report on Form 10-K for the fiscal year ended September 30, 1999. 8. Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1999. 9. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997. (d) The Consolidated Financial Statement Schedules Specified in Item 14(a)(2) are annexed. SIGNATURES Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GARAN, INCORPORATED December 21, 2001 By: /s/ WILLIAM J. WILSON ---------------------------------- William J. Wilson, Vice President Finance and Administration Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. December 21, 2001 /s/ SEYMOUR LICHTENSTEIN ------------------------------------- Seymour Lichtenstein Principal Executive Officer, Director December 21, 2001 /s/ WILLIAM J. WILSON ------------------------------------- William J. Wilson Principal Financial Officer, Director December 21, 2001 /s/ ALEXANDER J. SISTARENIK ------------------------------------- Alexander J. Sistarenik, Principal Accounting Officer December 21, 2001 /s/ JERALD KAMIEL ------------------------- Jerald Kamiel, Director December 21, 2001 /s/ RODNEY FAVER ------------------------------------- Rodney Faver, Director December 21, 2001 /s/ MARVIN S. ROBINSON ------------------------------------- Marvin S. Robinson, Director INDEPENDENT AUDITORS' REPORT ON SCHEDULES Board of Directors and Shareholders Garan, Incorporated In connection with our audit of the Consolidated Financial Statements of Garan, Incorporated for the year ended September 30, 2001, incorporated into this Annual Report on Form 10-K in Part II, Item 8, we also have audited the supporting Consolidated Financial Statement Schedules listed in Item 14(a)(2) of this Report. In our opinion, those Consolidated Financial Statement Schedules present fairly, when read in conjunction with the related Consolidated Financial Statements, the financial data required to be set forth therein. /S/ CITRIN COOPERMAN & COMPANY, LLP CITRIN COOPERMAN & COMPANY, LLP November 9, 2001 New York, New York CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation of our report dated November 9, 2001, included in, or incorporated by reference in, Registration Statement Nos. 33-29054, 333- 66009, and 333-35710 on Form S-8 and the related Prospectuses. /S/ CITRIN COOPERMAN & COMPANY, LLP CITRIN COOPERMAN & COMPANY, LLP December 21, 2001 New York, New York F-1 GARAN, INCORPORATED AND SUBSIDIARIES SUPPLEMENTAL NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15 - INTEREST INCOME Interest income is comprised of the following components: 2001 2000 1999 ---- ---- ---- Investments $1,710,000 $1,950,000 $2,259,000 Other 174,000 275,000 254,000 ---------- ---------- ---------- $1,884,000 $2,225,000 $2,513,000 ========== ========== ========== Note 16 - ACCRUED LIABILITIES Accrued liabilities as at September 30, 2001, and September 30, 2000, consist of the following: 2001 2000 ---- ---- Payroll/Bonus $ 8,092,000 $ 6,977,000 Payroll Taxes 287,000 240,000 Accrued Expenses 12,194,000 14,046,000 ----------- ----------- $20,573,000 $21,263,000 =========== =========== F-2 EX-4 3 ex4ii.txt AMENDMENT TO RIGHTS PLAN The Corporation hereby amends Sections 1(a) and 1(e)(i) of the Garan, Incorporated Amended and Restated Rights Agreement dated April 21, 1993, to read as follows: "1(a) 'Acquiring Person' shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall at any time become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan; provided that if such Person, together with all Affiliates and Associates of such Person, became the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding as a result of (i) a decrease in the number of outstanding shares of Common Stock caused by a transaction approved by the Continuing Directors or (ii) a merger or other business combination involving such Person that the Continuing Directors determine was not effected for the purpose of increasing such Person's ownership of shares of Common Stock, then such Person shall not be an Acquiring Person until such time as both (A) such Person or an Affiliate or Associate of such Person becomes the Beneficial Owner of one or more additional shares of Common Stock (other than as the result of a subsequent transaction described in clause (i) or (ii) above), and (B) such Person, together with all Affiliates and Associates of such Person, is then the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding." "1(e)(i) that such Person or any of such Person's Affiliates or Associates own, directly or indirectly, provided that ownership of shares of Common Stock shall not be attributed to any Person if, assuming such shares constituted more than 5% of the outstanding shares of Common Stock, such Person's ownership thereof would meet the conditions in Rule 13d-1(b)(1) of the Exchange Act for reporting on Schedule G, rather than Schedule D;" Dated: October 1, 2001 EX-10 4 ex10xi.txt AGREEMENT THIS AGREEMENT ("Agreement"), effective as of the date of the last signing below, is between Garan, Incorporated ("Garan") and Private Capital Management, L.P. ("PCM") (collectively, "Parties") and establishes the understanding between the Parties as to certain aspects of PCM's discretionary money management activities as they relate directly to Garan's publicly traded Common Stock ("Stock"). WITNESSETH: RECITALS: A. PCM is a non-custodial, discretionary money manager that has invested in Garan Stock on behalf of its clients whom maintain ownership of their respective shares. B. Certain of PCM's clients, but not all, have granted to PCM a revocable Proxy Voting Authorization providing PCM with the power to vote proxies relating to Garan Stock. NOW, THEREFORE, in consideration of the mutual promises this Agreement contains and other good and valuable consideration, the receipt and adequacy of which the Parties acknowledge, the Parties, intending to be bound legally, agree as follows: 1. PCM, until July 12, 2003, without the prior written consent of Garan, will not, on behalf of itself, its clients, or its Affiliates (which term, for all purposes in this Agreement, shall include any partnership or like fund for which PCM provides investment management, provided that such term shall not include any entity that might be construed to be an affiliate solely by virtue of common ownership): (a) Acquire, offer to acquire or agree to acquire, directly or indirectly, by purchase or otherwise, or initiate contact with any person with the intent to advise, encourage or assist such or any other person to purchase or acquire in any manner any shares of Stock, or participate with or provide assistance to any person in the purchase or other acquisition of Stock; (b) Form, join or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Federal Securities Exchange Act of 1934 ("Exchange Act") with respect to the Stock; (c) "Solicit" proxies with respect to the Stock under any circumstances or become a "participant" by taking a position contrary to that of the Board of Directors of Garan in any contest relating to the election of directors of Garan or any other matters submitted to shareholders at an annual meeting or any special meeting; PCM shall be deemed to "solicit" or to be such a "participant" if it counsels or advises or otherwise provides assistance to any person who undertakes or makes such a "solicitation" or is such a "participant," but shall not, in any event, be deemed to "solicit" or to be such a "participant" by reason of the exercise, in compliance with this Agreement, of its voting rights with respect to the Stock; or (d) Initiate, commence or propose, or induce or attempt to induce, or give encouragement to any other person to initiate, commence or propose, any tender or exchange offer for the Stock or any "affiliated transaction" (as that term is defined in Section 13.1-725 of the Code of Virginia, as in effect on the date of this Agreement, but with the phrase "any other Person" substituted for the phrase "any interested shareholder"). 2. PCM agrees that until July 12, 2003 and so long as it collectively with its Affiliates beneficially owns, as defined in Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, 5% or more of the issued and outstanding shares of the Stock, and where authorized by a client granted Proxy Voting Authorization to PCM, it shall vote all applicable underlying shares of Stock with respect to each matter to be voted upon by the holders of such shares, as recommended by the Board of Directors of Garan. 3. The Parties agree that this Agreement will be automatically terminated upon: (a) Any attempt by Garan to initiate a course of action that would result in the material dilution of PCM's holdings in the Stock on behalf of its clients, including but not limited to, any effectiveness of Garan's Amended and Restated Rights Agreement dated April 21, 1993, or similar instrument; (b) Any attempt by Garan to materially deviate from its prior course of conduct relative to all forms of compensation to its directors and management. 4. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration by one Arbitrator in New York, New York, in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. 5. Each of the undersigned agrees that this Agreement (a) shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia as if it was an agreement made and to be performed entirely within such State, (b) may not be modified or amended except by a writing signed by each of the undersigned, (c) may not be assigned by the undersigned, (d) shall be binding upon each of PCM and Garan and its successors, and (e) contains the entire agreement and understanding between the undersigned with respect to the subject matter of this Agreement and supersedes all prior agreements, arrangements, and understandings, written or oral, between the undersigned with respect to the subject matter of this Agreement. IN WITNESS WHEREOF, each Party has signed or caused its representative to sign this Agreement on the dates indicated below. GARAN, INCORPORATED Date: July 19, 2001 By: __/S/_______________________________ Seymour Lichtenstein, Chairman PRIVATE CAPITAL MANAGEMENT, L.P. Date: July 27, 2001 By: __/S/__________________________________ Bruce S. Sherman, Chairman EX-10 5 ex10xii.txt STANDSTILL AGREEMENT STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT ("Agreement"), effective as of the date of the last signing below, is between Garan, Incorporated ("Garan"), Royce & Associates, Inc. ("Royce"), Brandywine Asset Management, Inc. ("Brandywine"), and Legg Mason, Inc. ("Legg Mason"). RECITALS WHEREAS, Royce and Brandywine (each a "Legg Mason Subsidiary," collectively, the "Legg Mason Subsidiaries") are wholly-owned subsidiaries of Legg Mason; WHEREAS, the Legg Mason Subsidiaries are registered investment advisers that provide discretionary investment advisory services to various individual, institutional and other clients ("Clients"); WHEREAS, as a result of the investment advisory services provided to Clients, the Legg Mason Subsidiaries together with their "Affiliates," as that term is defined in Garan's Amended and Restated Rights Agreement dated April 21, 1993 (the "Rights Agreement"), including Private Capital Management, L.P., may be deemed to be the "Beneficial Owner" (as defined in the Rights Agreement) of more than 20% of the issued and outstanding common stock of Garan ("Garan Stock"); WHEREAS, the Legg Mason Subsidiaries and Legg Mason are willing to execute this Agreement, provided Garan and its Board of Directors do not initiate any course of action under the Rights Agreement that would result in a dilution of the Legg Mason Subsidiaries' holdings in Garan Stock as a result of the present ownership of Garan Stock by Legg Mason and its subsidiaries and Affiliates; NOW, THEREFORE, for and in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by Garan, the Legg Mason Subsidiaries and Legg Mason as follows: 1. Standstill by Legg Mason Subsidiaries Each Legg Mason Subsidiary agrees that, absent the prior written consent of Garan, it will not: (a) Acquire, offer to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise for value, or initiate contact with any person with the intent to advise, encourage, or assist such person to purchase or acquire in any manner any shares of Garan Stock, or participate with or provide assistance to any person in the purchase or other acquisition of Garan Stock; (b) Form, join, or in any way participate in a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 ("Exchange Act") with respect to Garan Stock; (c) "Solicit" proxies with respect to Garan Stock under any circumstances or become a "participant" by taking a position contrary to that of the Board of Directors of Garan in any contest relating to the election of directors of Garan or any other matters submitted to shareholders at an annual meeting or any special meeting; a Legg Mason Subsidiary shall be deemed to "solicit" or to be such a "participant" if it counsels or advises or otherwise provides assistance to any person who undertakes or makes such a "solicitation" or is such a "participant" but shall not, in any event, be deemed to "solicit" or to be such a "participant" by reason of the exercise, in compliance with this Agreement, of its voting rights with respect to Garan Stock; or (d) Initiate, commence or propose, or induce or attempt to induce, or give encouragement to any other person to initiate, commence or propose, any tender or exchange offer for Garan Stock or any "affiliated transaction" (as that term is defined in Section 13.1-725 of the Code of Virginia, as in effect on the date of this Agreement, but with the phrase "any other Person" substituted for the phrase "any interested shareholder"). 2. Standstill Instruction by Legg Mason Legg Mason will instruct all of its investment advisory subsidiaries, other than Legg Mason Wood Walker , Incorporated ("LMWW"), to refrain from acquiring any additional shares of Garan Stock for themselves or for any discretionary client account for so long as Legg Mason's subsidiaries, in the aggregate, may be deemed to be the Beneficial Owner of 20% or more of the outstanding Garan Stock. 3. Standstill by Garan Based upon the amended Sections 1(a) and 1(e)(i) of the Rights Agreement, copies of which are attached, and the understanding that shares of Garan Stock which LMWW may be deemed to beneficially own shall not be taken into account, Garan and its Board of Directors agree not to take any action, including but not limited to actions available under the Rights Agreement, that would result in a dilution of the Legg Mason Subsidiaries' holdings in Garan Stock as a result of the current holdings of Garan Stock by Legg Mason and/or its subsidiaries and Affiliates. 4. Dispute Resolution Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration by one arbitrator in New York, New York, in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 5. Notices All notices and other communications hereunder shall be given or made in writing and shall be delivered personally, or sent by telex, facsimile, express delivery or registered or certified mail, postage prepaid, return receipt requested, to the party or parties to whom they are directed at the following address, or at such other addresses as may be designated by notice from such party to all other parties. To Garan: 350 Fifth Avenue New York, New York 10118 Attention: Seymour Lichtenstein, Chairman With a copy to: Tannenbaum Dubin & Robinson, LLP 1140 Avenue of the Americas New York, New York 10036 Attention: Marvin S. Robinson, Esq. To Royce: 1414 Avenue of the Americas New York, New York 10019 Attention: Howard J. Kashner, Esq. To Brandywine: Three Christina Centre 201 North Walnut Street Wilmington, Delaware 19801 Attention:____________________ To Legg Mason: 100 Light Street Baltimore, Maryland 21202 Attention: Legal and Compliance Department 6. Miscellaneous Each of the undersigned agrees that this Agreement: (a) shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia as if it was an agreement made and to be performed entirely within such State; (b) may not be modified or amended except by a writing signed by each of the undersigned; (c) may not be assigned by the undersigned; (d) shall be binding upon each of Garan, Royce, Brandywine, and Legg Mason and their successors; and (e) contains the entire agreement and understanding between the undersigned with respect to the subject matter of this Agreement and supersedes all prior agreements, arrangements, and understandings, written or oral, between the undersigned with respect to the subject matter of this Agreement. IN WITNESS WHEREOF, each party has signed or caused its representative to sign this Agreement on the dates indicated below. GARAN, INCORPORATED By: /S/___________________________ Date: November 5, 2001 Seymour Lichtenstein, Chairman ROYCE & ASSOCIATES, INC. By: /S/___________________________ Date: November 1, 2001 ______________________________ BRANDYWINE ASSET MANAGEMENT, INC. By: /S/___________________________ Date: November 5, 2001 ______________________________ LEGG MASON, INC. By: /S/___________________________ Date: November 7, 2001 "1(a) 'Acquiring Person' shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall at any time become the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan; provided that if such Person, together with all Affiliates and Associates of such Person, became the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding as a result of (i) a decrease in the number of outstanding shares of Common Stock caused by a transaction approved by the Continuing Directors or (ii) a merger or other business combination involving such Person that the Continuing Directors determine was not effected for the purpose of increasing such Person's ownership of shares of Common Stock, then such Person shall not be an Acquiring Person until such time as both (A) such Person or an Affiliate or Associate of such Person becomes the Beneficial Owner of one or more additional shares of Common Stock (other than as the result of a subsequent transaction described in clause (i) or (ii) above), and (B) such Person, together with all Affiliates and Associates of such Person, is then the Beneficial Owner of 20% or more of the shares of Common Stock then outstanding." "1(e)(i) that such Person or any of such Person's Affiliates or Associates own, directly or indirectly, provided that ownership of shares of Common Stock shall not be attributed to any Person if, assuming such shares constituted more than 5% of the outstanding shares of Common Stock, such Person's ownership thereof would meet the conditions in Rule 13d-1(b)(1) of the Exchange Act for reporting on Schedule G, rather than Schedule D;" EX-21 6 ex21.txt SUBSIDIARIES EXHIBIT 21 SUBSIDIARIES OF THE COMPANY NAME OF CORPORATION STATE/COUNTRY OF INCORPORATION Garan Central America Corp. Virginia Garan Export Corp. New York Garan Manufacturing Corp. Virginia Garan Services Corp. Delaware Garan de El Salvador, S.A. de C.V. El Salvador Confecciones Cuscatlecas, S.A. de C.V. El Salvador Servicios de Corte y Confeccion, S.A. de C.V. El Salvador Servicios de Manufacturas, S.A. de C.V. El Salvador Servicios Industriales Diversos, S.A. de C.V. El Salvador Servicios Profesionales de Manufactura, S.A. de C.V. El Salvador Producciones Manufacturas, S.A. de C.V. El Salvador Garan de Honduras, S.A. de C.V. Honduras Garan San Jose, S.A. de C.V. Honduras Garan Buena Vista, S.A. de C.V. Honduras -----END PRIVACY-ENHANCED MESSAGE-----