-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, f9OaunbgUyv1lXLrttyiUB96b5KuDt9GBlhSas4t2wC/oYo9qVzT8yOzOz3Y4v6b yJi2O7qlp4bZdaxPZIjHNQ== 0000950144-94-000776.txt : 19940404 0000950144-94-000776.hdr.sgml : 19940404 ACCESSION NUMBER: 0000950144-94-000776 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19940101 FILED AS OF DATE: 19940330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPRINGS INDUSTRIES INC CENTRAL INDEX KEY: 0000093102 STANDARD INDUSTRIAL CLASSIFICATION: 2211 IRS NUMBER: 570252730 STATE OF INCORPORATION: SC FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 001-05315 FILM NUMBER: 94519294 BUSINESS ADDRESS: STREET 1: 205 N WHITE ST CITY: FORT MILL STATE: SC ZIP: 29715 BUSINESS PHONE: 8035471500 MAIL ADDRESS: STREET 1: 205 NORTH WHITE STREET CITY: FORT MILL STATE: SC ZIP: 29715 FORMER COMPANY: FORMER CONFORMED NAME: SPRINGS MILLS INC DATE OF NAME CHANGE: 19820517 10-K 1 SPRINGS INDUSTRIES FORM 10-K 1 ================================================================================ 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 January 1, 1994 / / 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. 1-5315 SPRINGS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) SOUTH CAROLINA 57-0252730 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 205 NORTH WHITE STREET 29715 FORT MILL, SOUTH CAROLINA (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (803) 547-1500 Securities registered pursuant to Section 12(b) of the Act Name of each exchange Title of each class on which registered ------------------------------------ --------------------------- Class A Common Stock; $.25 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act None ================================================================================ 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 such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least 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) ================================================================================ Aggregate market value of Springs Industries, Inc. Common Stock, excluding treasury shares, held by nonaffiliates as of March 23, 1994, was $356,146,318. ================================================================================ As of March 23, 1994, there were 9,735,510 shares of Class A Common Stock and 7,852,087 shares of Class B Common Stock of Springs Industries, Inc. outstanding. ================================================================================ DOCUMENTS INCORPORATED BY REFERENCE ================================================================================ Specified Portions of Annual Report to Security Holders for Fiscal Year Ended January 1, 1994 (Parts I & II) ================================================================================ Specified Portions of Proxy Statement to Security Holders dated March 2, 1994 (Parts III & IV) ================================================================================ 2 ------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, DC ------------------------------------------------ FORM 10-K ANNUAL REPORT ----------------------- SPRINGS INDUSTRIES, INC. ------------------------ * * * * * * TABLE OF CONTENTS TO FORM 10-K ------------------------------
PART I ------ ITEM PAGE - ---- ---- 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 PART II ------- 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 8 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION . . . . . . . . . . . . . . . . . . . . 8
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PART II ------- ITEM PAGE - ---- ---- 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . 9 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . 9 PART III -------- 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . 13 PART IV ------- 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 INDEPENDENT AUDITORS' REPORT REGARDING SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4 -------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC -------------------------------------------- FORM 10-K ANNUAL REPORT ----------------------- SPRINGS INDUSTRIES, INC. ------------------------ PART I ITEM 1. BUSINESS (A) GENERAL DEVELOPMENT OF BUSINESS. Springs Industries, Inc., a corporation organized under the laws of the State of South Carolina, began its operations in 1888. Springs' principal executive offices are located at 205 North White Street, Fort Mill, South Carolina 29715 (telephone number: 803/547-1500). The Company's operations are conducted by various divisions and legal subsidiaries, each of which operates within either the home furnishings or specialty fabrics industry segment. The term "Springs" or "the Company" as used herein means Springs Industries, Inc., and its subsidiaries unless clearly indicated otherwise. (B) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. Financial information for the home furnishings and specialty fabrics segments is incorporated by reference from the Springs Industries, Inc. 1993 Annual Report to Shareholders ("Annual Report") under the caption "Industry Segment Information," page 12. (C) NARRATIVE DESCRIPTION OF BUSINESS. HOME FURNISHINGS SEGMENT -- The home furnishings segment manufactures, purchases for resale, and markets finished products, including sheets, pillowcases, 5 bedspreads, comforters, soft window coverings, shower curtains, bath rugs and other bath products and juvenile novelties. These products are sold primarily under the trademarks Springmaid(R), Wamsutta(R), Supercale(R), Andre Richard(R), Pacific(R), Custom Designs(TM), Performance(TM), Wabasso(R) and Texmade(R) and under private labels. The segment also manufactures, purchases for resale, and markets decorative window products, including vertical and horizontal blinds, window shades, and window covering hardware. These products are sold primarily under the trademarks Graber(R), Bali(R), Fashion Pleat(R), and CrystalPleat(R) and also under private labels. During 1992 the Company acquired the marketing and distribution operations of C. S. Brooks Canada, Inc. and the Griffiths-Kerr division of Finlayson Enterprises, Ltd., both located in Canada, in a continuing effort to better serve Canadian home furnishings customers and to expand the Company's presence in the Canadian market. SPECIALTY FABRICS SEGMENT -- The specialty fabrics segment manufactures, purchases for resale, and markets a broad range of finished fabrics for apparel, upholstery, industrial and specialty end uses. Apparel and upholstery fabrics are sold principally to apparel manufacturers, to decorative home furnishings manufacturers and to the home sewing market primarily under the trademarks Springmaid(R), Wamsutta(R), and Ultrasuede(R) and under private labels. Industrial fabrics, which include (i) fiber glass industrial fabrics principally for use in printed electronic circuit boards, advanced composites and reinforced plastics applications, and as a substrate for coating and laminating processes, and (ii) industrial fabrics for use in the printing and electrical industries, are sold under the Clark-Schwebel(TM) trademark. Other specialty fabrics, which include (i) fabrics for use in antiballistic vests and helmets, sporting goods and various other end uses, and (ii) protective and fire retardant fabrics for use in industrial and military apparel and for mattress coverings, draperies and upholstery, are sold under the trademarks Firegard(R), Synergy(R), and Ultima(TM). On March 25, 1993, Springs' subsidiary, Clark-Schwebel, Inc., contributed its European fiber glass subsidiaries and $8.8 million in cash to CS-Interglas A.G., of Ulm, Germany, in consideration of a minority interest in CS-Interglas A.G. and a convertible debenture. RESTRUCTURING -- In 1990, the Company announced a restructuring plan for certain parts of its operations to consolidate manufacturing operations, convert certain finished fabric facilities to home furnishings production, and offer early retirement to qualifying employees. For further details of this restructuring plan, see Note 3 to the Consolidated Financial Statements, which can be found on Page 19 of the Annual Report. RAW MATERIALS -- Raw materials used by the Company include cotton, polyester, and other natural and manmade fibers, fiber glass and aramid yarns, fabrics formed from natural and manmade yarns, and dyes and chemicals. Such raw materials are readily available; and, with the exception of certain aramid fibers and yarns (which are used by the specialty fabrics segment in some of its products), the Company is not dependent on any one supplier as a source for raw materials. Any shortage in the 6 cotton supply by reason of weather, disease or other factors, or significant increases in the price of cotton or polyester, however, could adversely affect the Company's operations. TRADEMARKS -- The Company considers its trademarks to be of material importance to its business. Protection for these marks is obtained, in part, through United States and foreign trademark registrations. The home furnishings segment uses certain licensed designs and trademarks which may be considered to be of material importance to this segment. These include a license agreement with Bill Blass, Ltd. and multiple license agreements with The Walt Disney Company. WORKING CAPITAL -- The Company's working capital requirements are funded by its operating cash flow, commercial paper borrowings and short-term bank borrowings. Trade receivables are, in the main, collectible in 60 days or less. CUSTOMERS -- In 1993, sales to Wal-Mart Stores, Inc. equaled 11% of Springs' total sales; no other single customer accounted for ten percent or more of Springs' total sales. BACKLOG ORDERS -- The unfilled order position at January 1, 1994, amounted to approximately $209 million. The unfilled order position at January 2, 1993, was approximately $232 million. The Company's unfilled order position has decreased in the past two years due primarily to (i) a planned shift in sales to home furnishings from apparel fabrics (where home furnishings have historically had shorter lead times for orders than apparel fabrics), and (ii) an emphasis by the Company, as well as its competitors, to shorten the time period necessary to fill orders for goods. COMPETITIVE CONDITIONS -- The markets in which the principal products of the Company are sold are highly competitive as to price, quality, customer service and product design. ENVIRONMENTAL EXPENDITURES -- The Company spent approximately $5.2 million on environmental and related safety and health projects in 1993 and expects to spend approximately $5.1 million in 1994. ASSOCIATES -- Approximately 20,500 associates were employed by Springs and its subsidiaries at the end of 1993. 7 (D) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES. International sales of home furnishings and specialty fabric products are made through Springs' divisions and its subsidiaries. International sales accounted for approximately 7.3 percent of total sales in 1993. ITEM 2. PROPERTIES The Company owns its Executive Office Building and its Research and Development Center in Fort Mill, South Carolina, and the twenty-one story Springs Building at 104 West 40th Street, New York, New York. The Springs Building contains sales headquarters for two of the Company's divisions and other staff support offices. A majority of the Springs Building is leased to other businesses. The Springmaid Home Fashions Division, Performance Division and Wamsutta Home Products Division lease offices in New York, New York at 787 7th Avenue and 1285 Avenue of the Americas. Other divisions lease additional space in other locations for administration and sales offices and distribution centers. The Company also owns a customer service center located near Lancaster, South Carolina. This facility houses customer service operations, computer and data processing operations and accounting offices. Springs has sixteen plants used in the manufacture of grey goods, six dyeing, printing and finishing plants, nine fabricating plants, four plants used in the manufacture of decorative window products and four fiber glass fabric manufacturing plants. Of these plants, twenty-four are in South Carolina, four in North Carolina, three in Georgia, two each in Alabama and California, and one each in Pennsylvania, Tennessee, Wisconsin and Nevada. The home furnishings segment uses twenty-five of these plants and the specialty fabrics segment uses eight. In addition, the home furnishings and specialty fabrics segments share six plants. Five of these plants are leased either through industrial revenue bond financing or through other leases. In addition, the Pennsylvania plant is subject to a mortgage. All other plants are owned by Spring and are unencumbered. All plants are well maintained and in good operating condition. 8 ITEM 3. LEGAL PROCEEDINGS Information required by this Item is contained in Notes to Consolidated Financial Statements, Note 10. - Other Matters, found on page 23 of the Annual Report and incorporated herein by reference. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None reportable. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Class A Common Stock of Springs is traded on the New York Stock Exchange. As of March 23, 1994, there were approximately 3,133 holders of record of Class A Common Stock, and approximately 85 holders of Class B Common Stock. No established trading market exists for Class B Common Stock. However, Class B Common Stock may, at the election of the holder, be exchanged at any time for Class A Common Stock. Information required by this Item on the sales prices and dividends of the Common Stock of Springs is incorporated by reference from page 25 of the Annual Report under the caption "Quarterly Financial Data (Unaudited), Dividends and Price Range of Common Stock." ITEM 6. SELECTED FINANCIAL DATA Information required by this Item is incorporated by reference from pages 26 and 27 of the Annual Report under the caption "Selected Financial Data." ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Management's discussion and analysis of financial condition and results of operations required by this Item is incorporated by reference from pages 13 and 14 of 9 the Annual Report under the caption "Management's Discussion and Analysis of Operations and Financial Condition." In addition, in view of events that have occurred following the issuance of the Annual Report, the Company announced on March 22, 1994, a plan to reduce annual operating costs by at least $15 million, coupled with a general price increase for its bedding products effective at midyear. The cost reduction plan includes acceleration of expense-cutting programs already in progress; deferral of certain capital projects with associated expense; reduction of salaried jobs through consolidations, anticipated attrition and a hold on new hiring; and efficiencies in administrative areas as a result of systems improvements. The cost-cutting plan was stepped up in response to the Company's lower than expected earnings during the first two months of 1994. Home furnishings, the larger of Springs' two business segments, experienced pressure on its sales and margins. As a result, the Company presently expects to report first quarter earnings in the range of $.30 - $.35 per share compared with last year's $.51 per share (exclusive of a one-time accounting charge of $4.07 due to the Company's adoption of Statements of Financial Accounting Standards No. 106 and No. 109). The general price increase for the Company's bedding products was partly in response to the expected future impact of markedly higher cotton prices. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements, including the report of independent certified public accountants, and supplementary data required by this Item are incorporated by reference from the Annual Report. See Item 14 for a list of financial statements and the pages of the Annual Report from which they are incorporated. Supplementary data is incorporated by reference from page 25 of the Annual Report under the caption "Quarterly Financial Data (Unaudited), Dividends and Price Range of Common Stock." ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 10 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information about directors required by this Item is incorporated by reference from the Company's Proxy Statement to Security Holders dated March 2, 1994, (the "Proxy Statement") under the captions "Directors, Nominees, and Election of Directors and Beneficial Ownership of Common Stock" and "Information Regarding the Board of Directors" on pages 2 through 6 of the Proxy Statement. The information on Executive Officers is listed below. Position and Business Name Age Experience - ---- --- --------------------- Crandall C. Bowles 46 Executive Vice President - Springs and President -Textile Manufacturing Group (March 1993 to present). Executive Vice President - Growth and Development (April 1992 to February 1993). Director (1978 to present). President - The Springs Company (1982 to April 1992). C. Powers Dorsett 49 Vice President - General Counsel and Secretary (February 1990 to present). Assistant General Counsel, Flowers Industries, Inc. (August 1989 to January 1990). Vice President, General Counsel and Secretary, West Point-Pepperell, Inc. (1988-89). Walter Y. Elisha 61 Chairman of the Board (October 1983 to present) and Chief Executive Officer (1981 to present). President (December 1989 to present). Director (February 1980 to present). Richard D. Foster 54 Vice President - Human Resources (May 1990 to present); Manager - Human Resources, Major Appliance Business Group, General Electric Co. (June 1987 to May 1990). 11 Stephen P. Kelbley 51 Executive Vice President - Springs (September 1991 to present). President - Specialty Fabrics Group (March 1994 to present). Chief Financial Officer (September 1991 to March 1994). Senior Vice President - Finance and Chief Financial Officer, Bausch & Lomb Incorporated (August 1984 to August 1991). James C. McKelvey 49 Vice President - Controller (November 1993 to present). Vice President - Controller, Springmaid/Performance Home Fashions Division (1987 to November 1993). Robert W. Moser 55 Executive Vice President - Springs (July 1989 to present). President - Specialty Fabrics Group (March 1993 to March 1994). President - Finished Fabrics Group (July 1989 to March 1993 ). President - Windows Group (September 1991 to March 1993). Vice President - Finished Fabrics Group (August 1987 to June 1989). Thomas P. O'Connor 48 Executive Vice President - Springs (August 1992 to present). President - Home Fashions Group (February 1993 to present). Senior Vice President - Springs (September 1991 to August 1992). President - Bed and Bath Group (September 1991 to February 1993). President - Springmaid Home Fashions Division (1988 to August 1991). Robert L. Thompson 57 Vice President - Public Affairs (September 1986 to present). 12 J. Spratt White 52 Senior Vice President - Growth and Development (March 1993 to present). Senior Vice President - Springs and President - Diversified Products Group (February 1990 to March 1993). Senior Vice President - Human Resources (June 1989 to May 1990.) Senior Vice President, General counsel and Corporate Secretary (June 1985 to February 1990). James F. Zahrn 43 Vice President - Finance and Treasurer (March 1994 to present). Vice President and Treasurer (May 1993 to March 1994). Treasurer (August 1986 to May 1993). - ------------------------------------------ Crandall Close Bowles, an Executive Vice President and director of the Company, and Leroy S. Close, a director of the Company, are sister and brother. There are no other family relationships within the director and Executive Officer group. ITEM 11. EXECUTIVE COMPENSATION Information required by this Item is incorporated by reference from the Proxy Statement under the captions "Executive Officer Compensation and Related Information," "Management Compensation and Organization Committee Report," "Employment Agreements" and "Performance Graph" on pages 7 through 15 of the Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Information required by this Item is incorporated by reference from the Proxy Statement under the captions "Directors, Nominees and Election of Directors and Beneficial Ownership of Common Stock" and "Information Regarding the Board of Directors" on pages 2 through 6 of the Proxy Statement. 13 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Information required by this Item is incorporated by reference from the Proxy Statement under the caption "Compensation Committee Interlocks and Insider Participation" and "Transactions With Certain Persons" on pages 17 and 18 of the Proxy Statement. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. The following financial statements and independent auditors' report are incorporated by reference from the Annual Report as a part of this Report: (i) Consolidated Balance Sheet (Annual Report page 16). (ii) Consolidated Statement of Operations and Retained Earnings (Annual Report page 15). (iii) Consolidated Statement of Cash Flows (Annual Report page 17). (iv) Notes to Consolidated Financial Statements (Annual Report pages 18 through 23). (v) Independent Auditors' Report (Annual Report page 24). 2. The following financial statement schedules* and independent auditors' report are filed as part of this Report: (i) Schedule V - Property, Plant and Equipment for the Fiscal Years Ended January 1, 1994, January 2, 1993, and December 28, 1991. (1 page). (ii) Schedule VI - Accumulated Depreciation of Property, Plant and Equipment for the Fiscal Years Ended January 1, 1994, January 2, 1993, and December 28, 1991. (1 page). 14 (iii) Schedule IX - Short-Term Borrowings for the Fiscal Years Ended January 1, 1994, January 2, 1993, and December 28, 1991. (1 page). (iv) Schedule X - Supplementary Income Information for the Fiscal Years Ended January 1, 1994, January 2, 1993, and December 28, 1991. (1 page). (v) Independent Auditors' Report. (1 page). *Schedules other than those included are omitted because, under applicable rules, the omitted schedules are not required, are inapplicable or the information required is included in the Financial Statements or in the Notes thereto. 3. Exhibits required to be listed by Item 601 of Regulation S-K are listed (and, where applicable, attached) in the Exhibit Index attached hereto, which is incorporated herein by this reference. (b) Reports on Form 8-K: No 8-K's were filed during the last quarter of the period covered by this report. (SIGNATURES ON NEXT PAGE) - ------------------------- 15 SIGNATURES - ---------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Springs Industries, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. SPRINGS INDUSTRIES, INC. By: James F. Zahrn ---------------------------- James F. Zahrn, Vice President-Finance and Treasurer Date: March 30, 1994 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 registrant and in the capacities and on the dates indicated. By: John F. Akers By: Crandall C. Bowles --------------------------- ---------------------------- John F. Akers, Director Crandall C. Bowles, Director Date: March 30, 1994 Date: March 30,1994 By: John L. Clendenin By: Leroy S. Close --------------------------- ---------------------------- John L. Clendenin, Director Leroy S. Close, Director Date: March 30, 1994 Date: March 30,1994 By: Charles W. Coker By: Walter Y. Elisha --------------------------- ---------------------------- Charles W. Coker, Director Walter Y. Elisha, Chairman, Date: March 30, 1994 Chief Executive Officer, President, and Director (Principal Executive Officer) Date: March 30,1994 16 By: Dan M. Krausse By: John H. McArthur --------------------------- ---------------------------- Dan M. Krausse, Director John H. McArthur, Director Date: March 30, 1994 Date: March 30, 1994 By: Aldo Papone By: Donald S. Perkins --------------------------- ---------------------------- Aldo Papone, Director Donald S. Perkins, Director Date: March 30, 1994 Date: March 30,1994 By: Robin B. Smith By: Sherwood H. Smith --------------------------- ---------------------------- Robin B. Smith, Director Sherwood H. Smith, Director Date: March 30, 1994 Date: March 30, 1994 By: Stewart Turley --------------------------- Stewart Turley, Director Date: March 30, 1994 By: James F. Zahrn By: James C. McKelvey --------------------------- ---------------------------- James F. Zahrn James C. McKelvey, Vice President-Finance Vice President and Controller and Treasurer (Principal Accounting Officer) (Principal Financial Officer) Date: March 30, 1994 Date: March 30,1994 17 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC --------------------------------------- FINANCIAL STATEMENT SCHEDULES * * * * * * * * * * * * * * * * * * * * 18
FINANCIAL STATEMENT SCHEDULES SCHEDULE V SPRINGS INDUSTRIES, INC. ------------------------ PROPERTY, PLANT AND EQUIPMENT FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991 (In thousands) ================================================================================================================================== COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F -------------- ------------ ------------ ------------ ------------ ------------ BALANCE AT OTHER BALANCE AT BEGINNING OF ADDITIONS CHANGES END OF CLASSIFICATION FISCAL YEAR AT COST RETIREMENTS ADD (DEDUCT) FISCAL YEAR ================================================================================================================================== Fiscal year ended January 1, 1994: Land and improvements............. $ 16,546 $ 1,662 $ (106) $ (553) $ 17,549 Buildings......................... 205,190 15,186 (7,407) (7,740) 205,229 Machinery, equipment, leasehold improvements, etc............... 883,201 78,840 (13,750) (31,015) 917,276 Construction in progress.......... 63,491 (7,399)(1) (139) (164) 55,789 ---------- -------- --------- -------- ---------- Total........................... $1,168,428 $ 88,289 $ (21,402) $(39,472)(3) $1,195,843 ========== ======== ========= ======== =========== Fiscal year ended January 2, 1993: Land and improvements............. $ 16,086 $ 519 $ (4) $ (55) $ 16,546 Buildings......................... 200,393 7,567 (1,726) (1,044) 205,190 Machinery, equipment, leasehold improvements, etc............... 815,980 91,653 (26,024) 1,592 883,201 Construction in progress.......... 91,184 (19,039)(1) (298) (8,356) 63,491 ---------- -------- --------- -------- ----------- Total........................... $1,123,643 $ 80,700 (2) $ (28,052) $ (7,863)(3) $ 1,168,428 ========== ======== ========= ======== =========== Fiscal year ended December 28, 1991: Land and improvements............. $ 14,105 $ 2,339 $ (328) $ (30) $ 16,086 Buildings......................... 170,844 26,375 (3,111) 6,285 200,393 Machinery, equipment, leasehold improvements, etc............... 833,352 86,520 (89,283) (14,609) 815,980 Construction in progress.......... 69,574 21,610 (1) - - 91,184 ---------- -------- --------- -------- ----------- Total........................... $1,087,875 $136,844 (2) $ (92,722) $ (8,354) $ 1,123,643 ========== ======== ========= ======== =========== (1) Net change during the year. (2) Property, plant, and equipment of acquired businesses was $355 in 1992 and $20,900 in 1991. (3) Of this amount, ($740) in 1993 and ($4,082) in 1992 represents currency translation adjustment. In 1993, ($40,506) represents the transfer of property of the Company's European subsidiaries to CS-Interglas A.G.
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FINANCIAL STATEMENT SCHEDULES SCHEDULE VI SPRINGS INDUSTRIES, INC. ------------------------ ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT (1) FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991 (In thousands) ==================================================================================================================================== COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F -------------- ------------ ------------ ------------ ------------ ------------ BALANCE AT OTHER BALANCE AT BEGINNING OF DEPRECIATION CHANGES END OF CLASSIFICATION FISCAL YEAR EXPENSE RETIREMENTS ADD (DEDUCT) FISCAL YEAR ==================================================================================================================================== Fiscal year ended January 1, 1994: Land and improvements............. $ 5,668 $ 372 $ (9) $ (5) $ 6,026 Buildings......................... 83,341 6,949 (4,695) (4,939) 80,656 Machinery, equipment, leasehold improvements, etc............... 520,114 70,765 (12,395) (19,228) 559,256 -------- -------- -------- -------- -------- Total......................... $609,123 $ 78,086 $(17,099) $(24,172)(2) $645,938 ======== ======== ======== ======== ======== Fiscal year ended January 2, 1993: Land and improvements............. $ 5,357 $ 358 $ (1) $ (46) $ 5,668 Buildings......................... 74,564 6,829 (434) 2,382 83,341 Machinery, equipment, leasehold improvements, etc............... 471,594 70,557 (20,664) (1,373) 520,114 -------- -------- -------- -------- -------- Total......................... $551,515 $ 77,744 $(21,099) $ 963(2) $609,123 ======== ======== ======== ======== ======== Fiscal year ended December 28, 1991: Land and improvements............. $ 5,051 $ 326 $ (24) $ 4 $ 5,357 Buildings......................... 69,047 6,021 (796) 292 74,564 Machinery, equipment, leasehold improvements, etc............... 489,580 68,805 (74,909) (11,882) 471,594 -------- -------- -------- -------- -------- Total......................... $563,678 $ 75,152 $(75,729) $(11,586) $551,515 ======== ======== ======== ======== ======== (1) Depreciation is calculated using the straight-line method at annual rates ranging from 2.5% to 5.0% for buildings, 5.0% to 10.0% for land improvements, and 9.1% to 33.3% for machinery, equipment, leasehold improvements, etc. (2) Of this amount, $525 in 1993 and $2,123 in 1992 represents currency translation adjustment. In 1993, ($23,576) represents the transfer of accumulated depreciation of the Company's European subsidiaries to CS-Interglas A.G.
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FINANCIAL STATEMENT SCHEDULES SCHEDULE IX SPRINGS INDUSTRIES, INC. ------------------------ SHORT-TERM BORROWINGS FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991 (In thousands) =================================================================================================================================== COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F -------------- ------------ ------------ ------------ ---------- ------------ MAXIMUM AVERAGE WEIGHTED CATEGORY OF WEIGHTED AMOUNT AMOUNT AVERAGE AGGREGATE BALANCE AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE SHORT-TERM AT END OF INTEREST DURING THE DURING THE DURING THE BORROWINGS PERIOD RATE PERIOD PERIOD(2) PERIOD(3) =================================================================================================================================== Year ended January 1, 1994: PAYABLE TO BANK(1) $61,420,000 3.7% $135,500,000 $94,409,615 3.4% Year ended January 2, 1993: PAYABLE TO BANK(1) $46,014,000 4.0% $119,000,000 $68,632,535 4.4% Year ended December 28, 1991: PAYABLE TO BANK(1) $29,200,000 5.0% $121,000,000 $59,904,327 6.2% (1) Represents line of credit borrowing arrangements. (2) Computed by dividing the total of daily outstanding principal balances by 365. (3) Computed by dividing actual interest expense by average short-term debt outstanding.
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FINANCIAL STATEMENT SCHEDULES SCHEDULE X SPRINGS INDUSTRIES, INC. ------------------------ SUPPLEMENTARY INCOME INFORMATION FOR THE FISCAL YEARS ENDED JANUARY 1, 1994, JANUARY 2, 1993, AND DECEMBER 28, 1991 (In thousands) ================================================================================================================================== COLUMN A COLUMN B -------------- ------------ CHARGED TO COSTS AND EXPENSES ------------------------------------------------------ ITEM 1993 1992 1991 ================================================================================================================================== Maintenance and repairs............................ $68,084 $69,139 $66,960 =================================================================== Depreciation and amortization of intangible assets, preoperating costs and similar deferrals........................................ (1) (1) (1) Taxes, other than payroll and income taxes......... (1) (1) (1) Royalties.......................................... (1) (1) (1) Advertising costs.................................. (1) (1) (1) =================================================================== (1) Less than 1% of total sales.
22 INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Board of Directors of Springs Industries, Inc. We have audited the consolidated financial statements of Springs Industries, Inc. as of January 1, 1994 and January 2, 1993, and for each of the three fiscal years in the period ended January 1, 1994, and have issued our report thereon dated January 31, 1994. Such consolidated financial statements and report are included in your 1993 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the consolidated financial statement schedules of Springs Industries, Inc., listed in Item 14. These consolidated financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. /s/ DELOITTE & TOUCHE DELOITTE & TOUCHE Charlotte, North Carolina January 31, 1994 23 EXHIBIT INDEX -------------
Item Page Number ---- ----------- (3) (a) Restated Articles of Incorporation, restated June 1989, incorporated by reference from Form 10-K, filed March 26, 1990 (16 pages) (b) By-Laws, amended as of April 30, 1990, incorporated by reference from Form 10-Q, filed May 14, 1990 (18 pages). Amendment effective April 30, 1990, incorporated by reference from Form 10-K, filed March 25, 1991 (1 page). (10) Material Contracts - Executive Compensation Plans and Arrangements (a) Springs' Deferred Unit Stock Plan, amended and restated effective February 22, 1990, incorporated by reference from Form 10-K, filed March 26, 1990 (15 pages). Amendment effective December 10, 1990, incorporated by reference from Form 10-K, filed March 25, 1991 (1 page). Amendment effective August 16, 1990, incorporated by reference from Form 10-Q, filed November 12, 1991 (1 page). (b) Springs' Restricted Stock Plan, incorporated by reference from Form 10-K, filed March 19, 1982 (6 pages). Amendment dated August 19, 1983, incorporated by reference from Form 10-K, filed March 16, 1984 (1 page).
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Item Page Number ---- ----------- (c) Employment Agreement dated July 1, 1985, between Springs and Walter Y. Elisha, incorporated by reference from Form 10-K, filed March l4, 1986 (9 pages). (d) Springs' Deferred Compensation Plan, as amended and restated on December 20, 1984, incorporated by reference from Form 10-K, filed March 15, 1985 (17 pages). Amendment dated June 17, 1988, incorporated by reference from Form 10-K, filed March 20, 1989 (1 page). Amendment effective March 1, 1990, incorporated by reference from Form 10-K, filed March 26, 1990 (3 pages). Amendment approved on December 10, 1990, incorporated by reference from Form 10-Q, filed May 13, 1991 (3 pages). (e) Springs' Senior Executive Supplemental Retirement Plan, incorporated by reference from Form 10-K, filed March 19, 1982 (11 pages). Amendment dated February 26, 1987, incorporated by reference from Form 10-K, filed March 27, 1987 (4 pages). Amendment dated June 20, 1991, incorporated by reference from Form 10-K, filed March 25, 1992 (1 page).
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Item Page Number ---- ----------- (f) Springs' Shadow Retirement Plan, incorporated by reference from Form 10-K, filed March 19, 1982 (6 pages). Amendment adopted October 18, 1990, incorporated by reference from Form 10-K, filed March 25, 1991 (3 pages). (g) Springs' Deferred Compensation Plan for Outside Directors, adopted April 20, 1984, incorporated by reference from Form 10-K, filed March 15, 1985 (19 pages). Amendment dated February 26, 1987, incorporated by reference from Form 10-K, filed March 25, 1988 (1 page). (h) Springs' Outside Directors COLI Deferred Compensation Plan adopted December 12, 1985, incorporated by reference from Form 10-K, filed March 14, 1986 (10 pages). (i) Springs' Senior Management COLI Deferred Compensation Plan adopted December 12, 1985, incorporated by reference from Form 10-K, filed March 14, 1986 (11 pages). (j) Springs' 1991 Incentive Stock Plan, as approved by shareholders on April 15, 1991, incorporated by reference from the Company's Proxy Statement to Shareholders dated February 27, 1991, under the caption "Exhibit A" on pages A-1 through A-12 of such Proxy Statement.
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Item Page Number ---- ----------- (k) Springs' 1991 Restricted Stock Plan For Outside Directors, as approved by the Company's shareholders on April 15, 1991, incorporated by reference from the Company's Proxy Statement to Shareholders dated February 27, 1991, under the caption "Exhibit B" on pages B-1 through B-4 of such Proxy Statement. (l) Springs' Amended and Restated Achievement Incentive Plan, as approved by the Board of Directors on April 13, 1992, incorporated by reference from Form 10-Q, filed May 11, 1992 (12 pages). Amendment approved by the Board of Directors on February 18, 1993, incorporated by reference from Form 10-K, filed March 31, 1993 (10 pages). (m) Springs' Contingent Compensation Plan adopted by the Board of Directors on June 20, 1991, incorporated by reference from Form 10-Q, filed November 12, 1991 (6 pages). (10) Material Contracts - Other (a) Master Agreement and Rate Swap Agreement, dated March 24, 1986, between Springs Industries, Inc. and the Bank of New England, N.A., incorporated by reference from Form 10-Q, filed August 19, 1986 (12 pages).
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Item Page Number ---- ----------- (b) Loan Agreement, dated July 7, 1986, among Springs Industries, Inc., Wachovia Bank, N.A., Chemical Bank, Manufacturers Hanover Bank (Delaware), NCNB National Bank of North Carolina and The South Carolina National Bank, incorporated by reference from Form 10-Q, filed August 19, 1986 (66 pages). Amendments effective June 5, 1989, and September 29, 1989, incorporated by reference from Form 10-K, filed March 26, 1990 (4 pages). Amendment effective December 27, 1990, incorporated by reference from Form 10-K, filed March 25, 1991 (2 pages). Amendment effective May 13, 1992, incorporated by reference from Form 10-K, filed March 31, 1993 (2 pages). Amendment effective March 27, 1993, filed herein (3 pages). (c) Note Agreement for 9.375% Senior Notes Due July 1, 2006, dated as of July 7, 1986, incorporated by reference from Form 10-Q, filed August 19, 1986 (53 pages). Amendment effective September 29, 1989, incorporated by reference from Form 10-K, filed March 26, 1990 (2 pages). Amendment effective December 27, 1990, incorporated by reference from Form 10-K, filed March 25, 1991 (2 pages). Amendment effective March 29, 1992, incorporated by reference from Form 10-K, filed March 31, 1993 (2 pages). Amendment effective March 27, 1993, filed herein (3 pages).
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Item Page Number ---- ----------- (d) Long-term revolving credit agreements among Springs and several banks, dated February 1 or 2, 1990, as back-up for Springs' commercial paper program; commercial paper issuing and paying agency agreement between Springs and Morgan Guaranty Trust Company of New York dated February 5, 1990, incorporated by reference from Form 10-K, filed March 26, 1990 (52 pages). Amendment effective December 27, 1990, incorporated by reference from Form 10-K, filed March 25, 1991 (10 pages). Amendment effective June 3, 1992, incorporated by reference from Form 10-K, filed March 31, 1993 (5 pages). Amendment effective March 27, 1993, filed herein (3 pages). (e) Note Agreement for 9.60% Senior Notes Due July 1, 2006, dated as of May 29, 1991, incorporated by reference from Form 10-K, filed March 25, 1992 (47 pages). Amendment effective March 29, 1992, incorporated by reference from Form 10-K, filed March 31, 1993 (1 page). Amendment effective March 27, 1993, filed herein (3 pages).
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Item Page Number ---- ----------- (f) Springs' Commercial paper issuing and paying agency agreement between Springs and Chemical Bank dated July 17, 1992; Commercial paper dealer agreement between Springs and Goldman Sachs Money Markets, L.P. dated July 16,1992; Long-term revolving credit agreements among Springs and several banks, dated July 10 - 21, 1992, as back-up for Springs' commercial paper program; all of which are incorporated by reference from Form 10-Q, filed July 31, 1992 (49 pages). Amendment effective March 27, 1993, filed herein (4 pages). (g) Long-Term revolving credit agreement between Springs and Trust Company Bank, dated April 1, 1993, as back-up for Springs' commercial paper program, incorporated by reference from Form 10-Q, filed May 17, 1993 (4 pages). (13) Portions of the 1993 Annual Report to Shareholders which have been expressly incorporated by reference filed herein (16 pages) (21) List of Subsidiaries of Springs, filed herein (1 page) (23) Consent of expert for Form S-8 Registration Statement for 1991 Incentive Stock Plan and 1991 Restricted Stock Plan for Outside Directors filed herein (1 page)
EX-10.B 2 SPRINGS INDUSTRIES LOAN AGREEMENT 1 AMENDMENT TO LOAN AGREEMENT This Amendment to Loan Agreement, made as of May ___, 1993, among SPRINGS INDUSTRIES, INC., a South Carolina corporation (hereinafter called the "Company"); WACHOVIA BANK OF NORTH CAROLINA, N.A., CHEMICAL BANK, NATIONSBANK OF NORTH CAROLINA, N.A. and THE SOUTH CAROLINA NATIONAL BANK (hereinafter called the "Banks"); and WACHOVIA BANK OF NORTH CAROLINA, N.A., as Agent for the Banks (hereinafter in such capacity called the "Agent"); W I T N E S S E T H: WHEREAS, the Company and the Banks entered into a Loan Agreement dated as of July 7, 1986; and WHEREAS, the Loan Agreement has been amended by four Amendments to the Loan Agreement, made as of June 5, 1989, September 29, 1989, December 27, 1990 and May 13, 1992, among the Company and the Banks (the Loan Agreement and the Amendments being hereinafter referred to as the Loan Agreement); and WHEREAS, the Company, the Banks and the Agent have agreed to an additional amendment to the Loan Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein and in the Loan Agreement contained, the parties agree to amend the Loan Agreement effective March 27, 1993, as follows: 1. The definition of "Funded Debt" which appears on page 5 of the Loan Agreement is hereby amended by deleting clause (i) and substituting in lieu thereof the following new clause (i): "(i) any obligation payable more than one year from the date of creation thereof (including any portion thereof which becomes a current liability), which under generally accepted accounting principles is shown on the balance sheet as a liability (excluding reserves for deferred income taxes, reserves for post retirement health and welfare benefits established pursuant to SFAS 106, and other reserves to the extent that such reserves do not constitute an obligation and any unfunded pension liability);" 2 2. The definition of "Shareholders' Equity" which appears on page 9 of the Loan Agreement is hereby amended and restated to read as follows: "Shareholders' Equity" shall mean, at any time, the aggregate of Subordinated Indebtedness plus the sum of the following accounts set forth in a consolidated balance sheet of the Company and its Subsidiaries, prepared in accordance with generally accepted accounting principles and applied on a consistent basis: (a) the par or stated value of all outstanding capital stock; (b) capital surplus; (c) retained earnings; and (d) the amount of charges on the Company's books for post retirement health and welfare benefits pursuant to the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 106 ("SFAS 106"). 3. The definition of "Consolidated Net Earnings" set forth in Section 6.08 of the Loan Agreement is hereby amended and restated to read as follows: "Consolidated Net Earnings" shall mean: (i) consolidated gross revenues of the Company and its Subsidiaries, less all operating and non-operating expenses of the Company and its Subsidiaries, including all charges of a proper character (including current additions to reserves and taxes on income but excluding taxes on any gains excluded from the definition contained in this sentence and excluding charges, recorded during the fiscal quarter ended April 3, 1993, for post retirement health and welfare benefits pursuant to SFAS 106); provided, however, gross revenues shall not include any gains resulting from the write-up of assets, or any earnings of any corporation acquired by the Company or any Subsidiary in a pooling of interests for any year prior to the fiscal year of acquisition, all to be determined in accordance with generally accepted accounting principles except as provided in this definition." 4. Section 6.06 of the Loan Agreement is hereby amended by restating clause (e) of Section 6.06 to read as follows: "(e) the investment of the Company at April 3, 1993 in Asahi-Schwebel Company and CS-Interglas A.G., and" 5. Except as herein amended, the terms and provisions of the Loan Agreement shall be and remain in full force and effect. 3 IN WITNESS WHEREOF, the parties hereto have caused these Amendments to Loan Agreement to be executed as of this ____ day of May 1993. SPRINGS INDUSTRIES, INC. CHEMICAL BANK By: /s/ By: /s/ ------------------------------- -------------------------------- Treasurer Vice President WACHOVIA BANK OF NORTH NATIONSBANK OF NORTH CAROLINA, CAROLINA, N.A., individually N.A. and as Agent, By: /s/ By: /s/ ------------------------------- -------------------------------- Vice President Vice President THE SOUTH CAROLINA NATIONAL BANK By: /s/ -------------------------------- Vice President EX-10.C 3 SPRINGS INDUSTRIES NOTE AGREEMENT 1 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group Four Gateway Center Newark, New Jersey 07102 June 7, 1993 James F. Zahrn, Treasurer Springs Industries, Inc. P.O. Box 70 Fort Mill, SC 29716 Gentlemen: Reference is made to (i) the Note Agreement dated July 7, 1986 (the "1986 Agreement") and (ii) the Note Agreement dated May 29, 1991 (the "1991 Agreement") each between SPRINGS INDUSTRIES, INC. (the "Company") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential"), as heretofore amended (collectively, the 1986 Agreement and the 1991 Agreement as heretofore amended are referred to herein as the "Agreements"). Pursuant to the Company's request and subject to the Company's written acceptance hereof, Prudential consents and agrees that effective March 27, 1993: 1. The definition of "Consolidated Tangible Net Worth" in paragraph 10 of each of the Agreements is amended to read in its entirety as follows: "Consolidated Tangible Net Worth" shall mean, as of the time of any determination thereof, the excess of (1) the sum of (i) the par value (or value stated on the books of the Company) of the capital stock of all classes of the Company, plus (or minus in the case of a surplus deficit), (ii) the amount of the consolidated surplus, whether capital or earned, of the Company and its Subsidiaries, and (iii) the amount of charges for post retirement health and welfare benefits pursuant to the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 106 ("SFAS 106") over (2) the sum of treasury stock, unamortized debt discount and expense, goodwill, trademarks, tradenames, patents, deferred charges and other intangible assets (other than those relating to the acquisition of M. Lowenstein Corporation and the unamortized interest rate hedge loss incurred by the Company in April of 1986 in connection with the refinancing of certain debt incurred in connection with such acquisition) and any writeup of the value of any assets after January 4, 1986; all determined on a consolidated basis for the Company and all Subsidiaries in accordance with generally accepted accounting principles. 2 James F. Zahrn, Treasurer Springs Industries, Inc. June 7, 1993 Page 2 2. The definition of "Funded Debt" in paragraph 10 of each of the Agreements is amended by deleting clause (i) and substituting in lieu thereof the following new clause (i): "(i) any obligation payable more than one year from the date of creation thereof (including any portion thereof which becomes a current liability), which under generally accepted accounting principles is shown on the balance sheet as a liability (excluding reserves for deferred income taxes, reserves for post retirement health and welfare benefits established pursuant to SFAS 106, and other reserves to the extent that such reserves do not constitute an obligation and any unfunded pension liability)"; 3. The definition of "Net Income" in paragraph 10 of each of the Agreements is amended by adding the following sentence at the end of the definition: "Provided, however, Net Income as determined pursuant to the preceding sentence shall be increased by the amount of charges recorded during the fiscal quarter ended April 3, 1993, for post retirement health and welfare benefits pursuant to SFAS 106." 4. The definition of "Restricted Investment" in paragraph 10 of each of the Agreements is amended by deleting clause (vi) and substituting in lieu thereof the following new clause (vi): "(vi) Investments in Asahi-Schwebel Co., Ltd. limited to $13,000,000 at any time (exclusive of undistributed earnings) and investments in CS-Interglas A.G. (formerly Interglas A.G.) limited to $26,000,000 at any time (exclusive of undistributed earnings);" 3 James F. Zahrn, Treasurer Springs Industries, Inc. June 7, 1993 Page 3 If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterparts of this letter and return them to Prudential, whereupon this letter shall become a binding agreement between the Company and Prudential Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ ----------------------------- Vice President The foregoing agreement is hereby accepted as of the date first above written. SPRINGS INDUSTRIES, INC. By: /s/ -------------------------------- James F. Zahrn, Treasurer EX-10.D 4 SPRINGS INDUSTRIES LONG TERM REVOLVING CREDIT AGRE 1 May 7, 1993 Chemical Bank 270 Park Avenue New York, NY 10017-2070 Attention: William T. Hobbs, II, Vice President RE: CREDIT AGREEMENT DATED FEBRUARY 1, 1990 Dear Bill: This will confirm the agreement of Springs and the Bank to amend, effective March 27, 1993, paragraph 3 of the section in the credit agreement between Springs and the Bank dated February 1, 1990 (the "Credit Agreement"), which is designated as "Representations and Warranties," to provide that the reference to Loan Agreement includes the following amendments to the Loan Agreement (the "Amendments"): Amendments dated June 5, 1989; September 29, 1989; December 27, 1990, May 13, 1992 and May __, 1993 A copy of the Amendments is enclosed. The Bank and Springs agree that Springs shall not be in default of the Credit Agreements as long as it satisfies the referenced sections of the Loan Agreement as amended by the Amendments and its other obligations under the Loan Agreement. Please signify the Bank's confirmation of our agreement by signing and returning to me the enclosed copy of this letter. Very truly yours, CONFIRMATION OF AGREEMENT: James F. Zahrn By: /s/ ---------------------- Title: /s/ ----------------------- 2 May 7, 1993 NationsBank NationsBank Corporate Center 100 North Tryon Street NC1-007-08-11 Charlotte, NC 28255 Attention: E. Phifer Helms, Vice President RE: CREDIT AGREEMENT DATED FEBRUARY 1, 1990 Dear Phifer: This will confirm the agreement of Springs and the Bank to amend, effective March 27, 1993, paragraph 3 of the section in the credit agreement between Springs and the Bank dated February 1, 1990 (the "Credit Agreement"), which is designated as "Representations and Warranties," to provide that the reference to Loan Agreement includes the following amendments to the Loan Agreement (the "Amendments"): Amendments dated June 5, 1989; September 29, 1989; December 27, 1990, May 13, 1992 and May __, 1993 A copy of the Amendments is enclosed. The Bank and Springs agree that Springs shall not be in default of the Credit Agreements as long as it satisfies the referenced sections of the Loan Agreement as amended by the Amendments and its other obligations under the Loan Agreement. Please signify the Bank's confirmation of our agreement by signing and returning to me the enclosed copy of this letter. Very truly yours, CONFIRMATION OF AGREEMENT: James F. Zahrn By: /s/ ----------------------- Title: /s/ --------------------------- 3 May 7, 1993 Wachovia Bank of North Carolina, N.A. Post Office Box 31608 Charlotte, NC 28231 Attention: Joanne M. Starnes, Vice President RE: CREDIT AGREEMENT DATED FEBRUARY 1, 1990 Dear Joanne: This will confirm the agreement of Springs and the Bank to amend, effective March 27, 1993, paragraph 3 of the section in the credit agreement between Springs and the Bank dated February 1, 1990 (the "Credit Agreement"), which is designated as "Representations and Warranties," to provide that the reference to Loan Agreement includes the following amendments to the Loan Agreement (the "Amendments"): Amendments dated June 5, 1989; September 29, 1989; December 27, 1990, May 13, 1992 and May __, 1993 A copy of the Amendments is enclosed. The Bank and Springs agree that Springs shall not be in default of the Credit Agreements as long as it satisfies the referenced sections of the Loan Agreement as amended by the Amendments and its other obligations under the Loan Agreement. Please signify the Bank's confirmation of our agreement by signing and returning to me the enclosed copy of this letter. Very truly yours, CONFIRMATION OF AGREEMENT: James F. Zahrn By: /s/ ----------------------- Title: /s/ -------------------------- EX-10.E 5 SPRINGS INDUSTRIES NOTE AGREEMENT 1 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA c/o Prudential Capital Group Four Gateway Center Newark, New Jersey 07102 June 7, 1993 James F. Zahrn, Treasurer Springs Industries, Inc. P.O. Box 70 Fort Mill, SC 29716 Gentlemen: Reference is made to (i) the Note Agreement dated July 7, 1986 (the "1986 Agreement") and (ii) the Note Agreement dated May 29, 1991 (the "1991 Agreement") each between SPRINGS INDUSTRIES, INC. (the "Company") and THE PRUDENTIAL INSURANCE COMPANY OF AMERICA ("Prudential"), as heretofore amended (collectively, the 1986 Agreement and the 1991 Agreement as heretofore amended are referred to herein as the "Agreements"). Pursuant to the Company's request and subject to the Company's written acceptance hereof, Prudential consents and agrees that effective March 27, 1993: 1. The definition of "Consolidated Tangible Net Worth" in paragraph 10 of each of the Agreements is amended to read in its entirety as follows: "Consolidated Tangible Net Worth" shall mean, as of the time of any determination thereof, the excess of (1) the sum of (i) the par value (or value stated on the books of the Company) of the capital stock of all classes of the Company, plus (or minus in the case of a surplus deficit), (ii) the amount of the consolidated surplus, whether capital or earned, of the Company and its Subsidiaries, and (iii) the amount of charges for post retirement health and welfare benefits pursuant to the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 106 ("SFAS 106") over (2) the sum of treasury stock, unamortized debt discount and expense, goodwill, trademarks, tradenames, patents, deferred charges and other intangible assets (other than those relating to the acquisition of M. Lowenstein Corporation and the unamortized interest rate hedge loss incurred by the Company in April of 1986 in connection with the refinancing of certain debt incurred in connection with such acquisition) and any writeup of the value of any assets after January 4, 1986; all determined on a consolidated basis for the Company and all Subsidiaries in accordance with generally accepted accounting principles. 2 James F. Zahrn, Treasurer Springs Industries, Inc. June 7, 1993 Page 2 2. The definition of "Funded Debt" in paragraph 10 of each of the Agreements is amended by deleting clause (i) and substituting in lieu thereof the following new clause (i): "(i) any obligation payable more than one year from the date of creation thereof (including any portion thereof which becomes a current liability), which under generally accepted accounting principles is shown on the balance sheet as a liability (excluding reserves for deferred income taxes, reserves for post retirement health and welfare benefits established pursuant to SFAS 106, and other reserves to the extent that such reserves do not constitute an obligation and any unfunded pension liability)"; 3. The definition of "Net Income" in paragraph 10 of each of the Agreements is amended by adding the following sentence at the end of the definition: "Provided, however, Net Income as determined pursuant to the preceding sentence shall be increased by the amount of charges recorded during the fiscal quarter ended April 3, 1993, for post retirement health and welfare benefits pursuant to SFAS 106." 4. The definition of "Restricted Investment" in paragraph 10 of each of the Agreements is amended by deleting clause (vi) and substituting in lieu thereof the following new clause (vi): "(vi) Investments in Asahi-Schwebel Co., Ltd. limited to $13,000,000 at any time (exclusive of undistributed earnings) and investments in CS-Interglas A.G. (formerly Interglas A.G.) limited to $26,000,000 at any time (exclusive of undistributed earnings);" 3 James F. Zahrn, Treasurer Springs Industries, Inc. June 7, 1993 Page 3 If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterparts of this letter and return them to Prudential, whereupon this letter shall become a binding agreement between the Company and Prudential Very truly yours, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ ----------------------------- Vice President The foregoing agreement is hereby accepted as of the date first above written. SPRINGS INDUSTRIES, INC. By: /s/ -------------------------------- James F. Zahrn, Treasurer EX-10.F 6 SPRINGS INDUSTRIES LONG TERM REVOLVING CREDIT AGRE 1 May 7, 1993 Wachovia Bank of North Carolina, N.A. Post Office Box 31608 Charlotte, NC 28231 Attention: Joanne M. Starnes, Vice President RE: CREDIT AGREEMENT DATED JULY 10, 1992 Dear Joanne: This will confirm the agreement of Springs and the Bank to amend, effective March 27, 1993, paragraph 3 of the section in the credit agreement between Springs and the Bank dated July 10, 1992 (the "Credit Agreement"), which is designated as "Representations and Warranties," to provide that the reference to Loan Agreement includes the following amendments to the Loan Agreement (the "Amendments"): Amendments dated June 5, 1989; September 29, 1989; December 27, 1990, May 13, 1992 and May __, 1993 A copy of the Amendments is enclosed. The Bank and Springs agree that Springs shall not be in default of the Credit Agreements as long as it satisfies the referenced sections of the Loan Agreement as amended by the Amendments and its other obligations under the Loan Agreement. Please signify the Bank's confirmation of our agreement by signing and returning to me the enclosed copy of this letter. Very truly yours, CONFIRMATION OF AGREEMENT: James F. Zahrn By: /s/ ---------------------- Title: /s/ ------------------------ 2 May 7, 1993 NationsBank NationsBank Corporate Center 100 North Tryon Street NC1-007-08-11 Charlotte, NC 28255 Attention: E. Phifer Helms, Vice President RE: CREDIT AGREEMENT DATED JULY 10, 1992 Dear Phifer: This will confirm the agreement of Springs and the Bank to amend, effective March 27, 1993, paragraph 3 of the section in the credit agreement between Springs and the Bank dated July 10, 1992 (the "Credit Agreement"), which is designated as "Representations and Warranties," to provide that the reference to Loan Agreement includes the following amendments to the Loan Agreement (the "Amendments"): Amendments dated June 5, 1989; September 29, 1989; December 27, 1990, May 13, 1992 and May __, 1993 A copy of the Amendments is enclosed. The Bank and Springs agree that Springs shall not be in default of the Credit Agreements as long as it satisfies the referenced sections of the Loan Agreement as amended by the Amendments and its other obligations under the Loan Agreement. Please signify the Bank's confirmation of our agreement by signing and returning to me the enclosed copy of this letter. Very truly yours, CONFIRMATION OF AGREEMENT: James F. Zahrn By: /s/ ----------------------- Title: /s/ ------------------------- 3 May 7, 1993 Chemical Bank 270 Park Avenue New York, NY 10017-2070 Attention: William T. Hobbs, II, Vice President RE: CREDIT AGREEMENT DATED JULY 17, 1992 Dear Bill: This will confirm the agreement of Springs and the Bank to amend, effective March 27, 1993, paragraph 3 of the section in the credit agreement between Springs and the Bank dated July 17, 1992 (the "Credit Agreement"), which is designated as "Representations and Warranties," to provide that the reference to Loan Agreement includes the following amendments to the Loan Agreement (the "Amendments"): Amendments dated June 5, 1989; September 29, 1989; December 27, 1990, May 13, 1992 and May __, 1993 A copy of the Amendments is enclosed. The Bank and Springs agree that Springs shall not be in default of the Credit Agreements as long as it satisfies the referenced sections of the Loan Agreement as amended by the Amendments and its other obligations under the Loan Agreement. Please signify the Bank's confirmation of our agreement by signing and returning to me the enclosed copy of this letter. Very truly yours, CONFIRMATION OF AGREEMENT: James F. Zahrn By: /s/ ----------------------- Title: /s/ ---------------------- 4 May 7, 1993 Citibank, N.A. 399 Park Avenue 12th Floor, Zone 15 New York, NY 10043 Attention: Arnold J. Ziegel, Vice President RE: CREDIT AGREEMENT DATED JULY 21, 1992 Dear Arnie: This will confirm the agreement of Springs and the Bank to amend, effective March 27, 1993, paragraph 3 of the section in the credit agreement between Springs and the Bank dated July 21, 1992 (the "Credit Agreement"), which is designated as "Representations and Warranties," to provide that the reference to Loan Agreement includes the following amendments to the Loan Agreement (the "Amendments"): Amendments dated June 5, 1989; September 29, 1989; December 27, 1990, May 13, 1992 and May __, 1993 A copy of the Amendments is enclosed. The Bank and Springs agree that Springs shall not be in default of the Credit Agreements as long as it satisfies the referenced sections of the Loan Agreement as amended by the Amendments and its other obligations under the Loan Agreement. Please signify the Bank's confirmation of our agreement by signing and returning to me the enclosed copy of this letter. Very truly yours, CONFIRMATION OF AGREEMENT: James F. Zahrn By: /s/ ---------------------------- Title: /s/ ----------------------- EX-13 7 SPRINGS INDUSTRIES ANNUAL REPORT 1 Exhibit 13 I N D U S T R Y S E G M E N T I N F O R M A T I O N (1) Springs Industries, Inc. SALES PER INDUSTRY SEGMENT (millions) (Graph) EARNINGS PER INDUSTRY SEGMENT (millions) (Graph)
(In millions) 1993 1992(2) 1991 TRADE SALES: Home furnishings . . . . . . . . . . . . $ 1,386.4 $ 1,278.4 $ 1,100.8 Specialty fabrics . . . . . . . . . . . . 636.4 697.3 789.6 - ------------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . . . . . $ 2,022.8(3) $ 1,975.7 $ 1,890.4 =========================================================================================== PROFIT FROM OPERATIONS: Home furnishings . . . . . . . . . . . . $ 99.8 $ 100.5 $ 60.2 Specialty fabrics . . . . . . . . . . . 22.1 12.7 19.3 - ------------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . . . . . $ 121.9 $ 113.2 $ 79.5 - ------------------------------------------------------------------------------------------- Interest expense . . . . . . . . . . . . . . 30.3 31.4 32.3 Other (income) expense . . . . . . . . . . . 7.8 1.8 (2.5) - -------------------------------------------------------------------------------------------- INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF ADOPTION OF SFAS NOS. 106 & 109 . . . . . . . . $ 83.8 $ 80.0 $ 49.7 =========================================================================================== IDENTIFIABLE ASSETS AT YEAR END: Home furnishings . . . . . . . . . . . . $ 957.3 $ 894.5 $ 851.3 Specialty fabrics . . . . . . . . . . . 461.2 489.6 535.5 LIFO Reserve . . . . . . . . . . . . . . (129.2) (137.8) (141.3) Corporate . . . . . . . . . . . . . . . 2.8 4.0 5.8 - ------------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . . . . . $ 1,292.1 $ 1,250.3 $ 1,251.3 - ------------------------------------------------------------------------------------------- CAPITAL EXPENDITURES: Home furnishings . . . . . . . . . . . . $ 71.0 $ 59.3 $ 87.3 Specialty fabrics . . . . . . . . . . . . 17.3 21.0 28.6 - ------------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . . . . . $ 88.3 $ 80.3 $ 115.9 =========================================================================================== DEPRECIATION AND AMORTIZATION: Home furnishings . . . . . . . . . . . . $ 64.1 $ 60.5 $ 53.4 Specialty fabrics . . . . . . . . . . . . 23.0 26.9 32.5 - ------------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . . . . . $ 87.1 $ 87.4 $ 85.9 ===========================================================================================
(1) This schedule provides consolidated financial information by segment, but not financial information of the segments as separate entities. Profit from operations represents sales less cost of goods sold and selling, general and administrative expenses. The allocation of the LIFO reserve and corporate assets (cash and cash equivalents) to the segments is not practicable. Segment information has been restated for prior years as a result of a change in reporting segments for the current year. See notes to financial statements for further discussion regarding industry segments. (2) 53 weeks (3) Sales for 1993 include sales of $222.4 million to one major customer, $172.1 million from the home furnishings segment and $50.3 million from the specialty fabrics segment. 12 2 M A N A G E M E N T ' S D I S C U S S I O N A N D A N A L Y S I S O F O P E R A T I O N S A N D F I N A N C I A L C O N D I T I O N A ten-year summary of selected financial data and a three-year analysis of industry segment information appear on pages 26 through 27 and page 12. RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- 1993 COMPARED WITH 1992 GENERAL Results for 1993 reflect improving retail markets for home furnishings, benefits from continued cost control, and improved operating efficiencies resulting from modernization and restructuring. 1993 also reflects the Company's first full year of operations in Canada. Commencing in 1993, the Company has changed the financial statement presentation of its segments to reflect the changing nature of its business, the increased emphasis on its home furnishings business, and the similarities of the markets for its specialty fabrics. The specialty fabrics segment now combines the finished fabrics and industrial fabrics segments. On March 25, 1993, Springs' subsidiary, Clark-Schwebel Fiber Glass, contributed its European fiberglass subsidiaries and $8.8 million in cash to CS-Interglas A.G., of Ulm, Germany, in consideration for a minority equity interest in CS-Interglas A.G. and a convertible debenture. Accordingly, the results of the European fiberglass business are now accounted for under the equity method of accounting. SALES Annual sales in 1993 exceeded two billion dollars for the first time, reflecting a two percent increase over sales reported in 1992. Increased home furnishings sales were partially offset by a decline in sales volume in specialty fabrics. Home furnishings sales improved eight percent due in part to including a full year of the Company's Canadian operations in 1993. Without the effect of the Canadian operations, home furnishings sales would have increased four percent as a result of increased promotional programs and an improving retail economy. The Company's specialty fabrics segment, a portion of which has undergone a planned downsizing since 1988, reported sales nine percent lower. The decrease resulted from the transfer of our European subsidiaries to CS-Interglas A.G. in March 1993 and a softer retail market for apparel and piece goods, which offset improved volume in the U. S. fiberglass business. Without the effect of the transfer of European subsidiaries, specialty fabrics sales would have declined five percent. EARNINGS Before one-time charges relating to the first quarter adoption of two new financial accounting standards, net income for 1993 increased to $47.3 million or $2.65 per share, a six percent improvement over 1992 net income of $44.5 million or $2.50 per share. Including these one-time charges, a net loss of $25.3 million or $1.42 per share was reported in 1993. Operating profits of $121.9 million in 1993 were eight percent higher than 1992. The home furnishings segment reported operating profit of $99.8 million, only slightly below the record level of $100.5 million in 1992. The home furnishings segment results reflect continued strong revenue performance as well as cost reductions resulting from modernization. However, this benefit was offset by lower margins due to increased promotional sales. Despite lower sales, the specialty fabrics segment reported operating profits of $22.1 million compared to $12.7 million in 1992. The improvement results from continued cost reductions from restructuring and higher sales volume in the fiberglass businesses. This segment's profit increase was also affected by the transfer of the European fiberglass businesses, in March of 1993, to CS-Interglas A.G. Without the effects of the transfer of the European businesses, the specialty fabrics segment would have reported a 17 percent increase in operating profits in 1993. Net income for 1993 was unfavorably impacted by the newly enacted federal income tax rate increase as well as foreign losses which did not give rise to a tax benefit. However, foreign losses in 1993 were less than 1992 resulting in a decrease in the effective tax rate to 43.6 percent in 1993 compared to 44.3 percent in 1992. - -------------------------------------------------------------------------------- 1992 COMPARED WITH 1991 SALES Sales in 1992 gained five percent over sales reported in 1991. Increased home furnishings sales were partially offset by declines in sales volume in the specialty fabrics segment. Home furnishings sales improved 16 percent as a result of the improving retail economy and as a result of the addition of the Company's Canadian operations. Without the effect of the Canadian acquisitions, home furnishings sales would have increased 13 percent. The Company's specialty fabrics segment reported 12 percent lower sales primarily as a result of the continued planned downsizing which has occurred in certain divisions since 1988. The decline also reflects the continued low demand for defense-related products and softness in the electronics markets world wide. EARNINGS Net income for 1992 advanced to $44.5 million or $2.50 per share, a 64 percent increase over 1991 net income of $27.1 million or $1.53 per share. Operating profits of $113.2 million 13 3 M A N A G E M E N T ' S D I S C U S S I O N A N D A N A L Y S I S O F O P E R A T I O N S A N D F I N A N C I A L C O N D I T I O N were 42 percent higher than the previous year, primarily as a result of increased home furnishings sales. The home furnishings segment produced a record operating profit of $100 million, which represents a 67 percent increase over 1991 operating profits. The home furnishings segment results reflect continued strong revenue performance and cost reductions as a result of marketing division realignment and modernization efforts. The specialty fabrics segment reported operating profits of $12.7 million, or a 34 percent decline from the prior year. Successful efforts were made to reduce costs through restructuring. The segment also experienced an operating loss from the European fiberglass business resulting from low sales volume which the business has been experiencing since the latter part of 1990. Unfavorably impacting net income in 1992 was a high effective income tax rate primarily resulting from foreign losses in the specialty fabrics segment which did not give rise to a tax benefit. - -------------------------------------------------------------------------------- INFLATION AND CHANGING PRICES The replacement cost of property, plant and equipment is generally greater than the historical cost shown on the Balance Sheet due to inflation that has occurred since the property was placed into service. Springs uses the LIFO method of accounting for 84 percent of its inventories. Under this method, the cost of goods sold reported in the Statement of Operations approximates current costs. - -------------------------------------------------------------------------------- CAPITAL RESOURCES AND LIQUIDITY Expenditures for property, plant, and equipment totaling $88.3 million were made in 1993. Springs' subsidiary Clark-Schwebel Fiber Glass contributed its European fiberglass operations and $8.8 million in cash in consideration for a minority equity interest and a convertible debenture in CS-Interglas A.G. The Company's cash needs were provided from operations, commercial paper, and short-term bank borrowings. Springs' expected cash needs for 1994 are also expected to come from these sources. Dividends represented 43 percent of net income before the effect of one-time charges relating to the adoption of two new financial accounting standards. Dividends declared in 1993 were $1.20 on Class A shares and $1.08 on Class B shares. - -------------------------------------------------------------------------------- OTHER The Company has adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," as of January 3, 1993. In applying this pronouncement, the Company immediately recognized, as a change in accounting principle, the $82.8 million Accumulated Postretirement Benefit Obligation (APBO) as of the beginning of fiscal 1993. On an after-tax basis, this charge was $51.6 million, or $2.90 per share. The Company has also adopted SFAS No. 109, "Accounting for Income Taxes," as of January 3, 1993. In applying this pronouncement, the Company immediately recognized, as a change in accounting principle, a charge to income of $20.9 million, or $1.17 per share, as of the beginning of fiscal 1993. Prior years' financial statements have not been restated to apply the provisions of this pronouncement. In May 1993, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115 changes the accounting and reporting for investments in equity securities that have readily determinable fair values and for all investments in debt securities. The Company is required to adopt SFAS No. 115 for the fiscal year ending December 31, 1994. It is expected that implementation of this statement will not result in any material change in the Company's consolidated financial position or future results of operations. 14 4 C O N S O L I D A T E D S T A T E M E N T O F O P E R A T I O N S A N D R E T A I N E D E A R N I N G S Springs Industries, Inc.
(In thousands except per share data) For the Fiscal Years Ended January 1, 1994, January 2, 1993 (53 weeks), and December 28, 1991 1993 1992 1991 OPERATIONS NET SALES . . . . . . . . . . . . . . . . . . $2,022,816 $1,975,692 $1,890,406 - ----------------------------------------------------------------------------------------- COST AND EXPENSES: Cost of goods sold . . . . . . . . . . . 1,619,422 1,585,357 1,543,025 Selling, general and administrative expenses . . . . . . . . 281,539 277,174 267,943 Interest expense . . . . . . . . . . . . 30,256 31,418 32,281 Other (income) expense . . . . . . . . . 7,786 1,748 (2,516) - ----------------------------------------------------------------------------------------- Total . . . . . . . . . . . . . . . 1,939,003 1,895,697 1,840,733 - ----------------------------------------------------------------------------------------- Income before income taxes and cumulative effect of adoption of SFAS Nos. 106 & 109 . . . . . . . . . . . . . 83,813 79,995 49,673 Income tax provision . . . . . . . . . . . . 36,557 35,465 22,576 - ----------------------------------------------------------------------------------------- Income before cumulative effect of adoption of SFAS Nos. 106 & 109 . . . . . . 47,256 44,530 27,097 Cumulative effect of adoption of SFAS Nos. 106 & 109, net of income tax. . . . . (72,543) - - - ----------------------------------------------------------------------------------------- NET INCOME (LOSS) . . . . . . . . . $ (25,287) $ 44,530 $ 27,097 ========================================================================================= PER SHARE: Income before cumulative effect of adoption of SFAS Nos. 106 & 109 . . . . . $ 2.65 $ 2.50 $ 1.53 Cumulative effect of adoption of SFAS Nos. 106 & 109, net of income tax . . . . (4.07) - - - ----------------------------------------------------------------------------------------- NET INCOME (LOSS) . . . . . . . . . $ (1.42) $ 2.50 $ 1.533 ========================================================================================= 1993 1992 1991 RETAINED EARNINGS RETAINED EARNINGS AT BEGINNING OF YEAR . . . $ 571,864 $ 547,463 $ 540,448 Net income (loss) . . . . . . . . . . . . . . (25,287) 44,530 27,097 Class A cash dividends declared . . . . . . . (11,624) (11,538) (11,432) Class B cash dividends declared . . . . . . . (8,525) (8,591) (8,650) - ----------------------------------------------------------------------------------------- RETAINED EARNINGS AT END OF YEAR . . $ 526,428 $ 571,864 $ 547,463 =========================================================================================
See Notes to Consolidated Financial Statements. DISTRIBUTION OF THE SALES DOLLAR (1) (millions) (Graph) (1) Excludes cumulative effect of adoption of SFAS Nos. 106 & 109 15 5 C O N S O L I D A T E D B A L A N C E S H E E T Springs Industries, Inc.
(In thousands except share data) January 1, 1994 and January 2, 1993 1993 1992 ASSETS CURRENT ASSETS: Cash and cash equivalents . . . . . . . . . . . . . . $ 2,790 $ 4,033 Accounts receivable . . . . . . . . . . . . . . . . . 315,834 298,807 Inventories . . . . . . . . . . . . . . . . . . . . . 267,842 263,041 Other . . . . . . . . . . . . . . . . . . . . . . . . 40,073 37,122 - ----------------------------------------------------------------------------------------- Total current assets . . . . . . . . . . . . . . 626,539 603,003 - ----------------------------------------------------------------------------------------- PROPERTY (at cost): Land and improvements . . . . . . . . . . . . . . . . 17,549 16,546 Buildings . . . . . . . . . . . . . . . . . . . . . . 205,229 205,190 Machinery, equipment, etc . . . . . . . . . . . . . . 973,065 946,692 - ----------------------------------------------------------------------------------------- Total . . . . . . . . . . . . . . . . . . . . . 1,195,843 1,168,428 Accumulated depreciation . . . . . . . . . . . . . . (645,938) (609,123) - ----------------------------------------------------------------------------------------- Property, net . . . . . . . . . . . . . . . . . 549,905 559,305 - ----------------------------------------------------------------------------------------- OTHER ASSETS AND DEFERRED CHARGES . . . . . . . . . . . . 115,687 87,995 - ----------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . . . . . . . . . . $1,292,131 $1,250,303 ========================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short-term borrowings . . . . . . . . . . . . . . . . $ 61,420 $ 46,014 Current maturities of long-term debt . . . . . . . . 20,511 20,943 Accounts payable . . . . . . . . . . . . . . . . . . 73,640 79,164 Accrued incentive pay and benefit plans . . . . . . . 33,928 24,224 Accrued restructuring costs . . . . . . . . . . . . . 10,317 13,743 Other accrued liabilities . . . . . . . . . . . . . . 73,194 90,726 - ----------------------------------------------------------------------------------------- Total current liabilities . . . . . . . . . . . 273,010 274,814 - ----------------------------------------------------------------------------------------- NONCURRENT LIABILITIES: Long-term debt . . . . . . . . . . . . . . . . . . . 293,028 273,551 Long-term benefit plans and deferred compensation . . 139,284 62,083 Deferred income taxes . . . . . . . . . . . . . . . . 27,914 34,264 Deferred credits and other liabilities . . . . . . . 15,702 17,533 - ----------------------------------------------------------------------------------------- Total noncurrent liabilities . . . . . . . . . . 475,928 387,431 - ----------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY: Class A common stock- $.25 par value (9,858,035 and 9,801,590 shares issued in 1993 and 1992, respectively) . . . . . . . . . . . . . . . . . 2,465 2,450 Class B common stock- $.25 par value (7,853,087 and 7,907,591 shares issued in 1993 and 1992, respectively) . . . . . . . . . . . . . . . . . 1,963 1,977 Additional paid-in capital . . . . . . . . . . . . . 11,144 10,887 Retained earnings . . . . . . . . . . . . . . . . . . 526,428 571,864 Cost of Class A shares in treasury (1993-129,460 shares; 1992-138,322 shares) . . . . . . . . . . (2,785) (2,954) Currency translation adjustment . . . . . . . . . . . 3,978 3,834 - ----------------------------------------------------------------------------------------- Total shareholders' equity . . . . . . . . . . . 543,193 588,058 - ----------------------------------------------------------------------------------------- TOTAL . . . . . . . . . . . . . . . . . . . . $1,292,131 $1,250,303 =========================================================================================
See Notes to Consolidated Financial Statements. 16 6 C O N S O L I D A T E D S T A T E M E N T O F C A S H F L O W S Springs Industries, Inc.
(In thousands) For the Fiscal Years Ended January 1, 1994, January 2, 1993 (53 Weeks), and December 28, 1991 1993 1992 1991 OPERATING ACTIVITIES: Net income (loss) . . . . . . . . . . . . $(25,287) $ 44,530 $ 27,097 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Cumulative effect of adoption of SFAS Nos. 106 & 109, net of income taxes 72,543 - - Depreciation and amortization . . . . 87,138 87,376 85,943 Deferred income taxes . . . . . . . . 3,625 (2,260) 2,787 Changes in assets and liabilities excluding effects of the transfer of European subsidiaries and of businesses acquired: Accounts receivable . . . . . . . . (29,285) 14,827 12,633 Inventories . . . . . . . . . . . . (13,599) (21,493) 13,705 Accounts payable, accrued incentive pay and benefit plans, and other accrued liabilities . . . . . . (5,102) 8,530 (17,734) Accrued restructuring costs . . . . (9,495) (16,541) (18,751) Other. . . . . . . . . . . . . . . . 501 (213) (4,286) - --------------------------------------------------------------------------------------------- Net cash provided by operating activities . . . . . . . . 81,039 114,756 101,394 - --------------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Purchases of property . . . . . . . . . . (88,289) (80,345) (115,946) Businesses or minority interest acquired . (8,780) (18,591) (30,074) Proceeds from sale of assets . . . . . . . 203 4,937 16,209 - --------------------------------------------------------------------------------------------- Net cash used in investing activities (96,866) (93,999) (129,811) - --------------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Proceeds from short-term borrowings, net . 15,406 16,814 18,025 Proceeds from long-term debt . . . . . . . 49,005 8,793 52,150 Payment of long-term debt . . . . . . . . (29,678) (27,956) (20,629) Cash dividends paid . . . . . . . . . . . (20,149) (20,129) (20,109) - --------------------------------------------------------------------------------------------- Net cash provided (used) by financing activities . . . . . . 14,584 (22,478) 29,437 - --------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . (1,243) (1,721) 1,020 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . . . . . . . 4,033 5,754 4,734 - --------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . . $ 2,790 $ 4,033 $ 5,754 =============================================================================================
See Notes to Consolidated Financial Statements. 17 7 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements include the accounts of Springs Industries, Inc. and its subsidiaries (Springs). Intercompany balances and transactions are eliminated in consolidation. Investments in 20 to 50 percent owned companies are accounted for using the equity method of accounting. REVENUE RECOGNITION: Revenue from product sales is recognized at the time ownership of the goods transfers to the customer and the earnings process is complete. CASH EQUIVALENTS: Cash equivalents consist of liquid investments with original maturities of three months or less when purchased. ACCOUNTS RECEIVABLE: Springs has a diverse customer base across a variety of industries. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers. The allowance for doubtful accounts was approximately $6,235,000 and $10,738,000 in 1993 and 1992, respectively, which management believes is adequate to provide for normal credit losses, as well as losses for customers who have filed for protection under the bankruptcy laws. INVENTORIES: Inventories are summarized as follows (in thousands):
1993 1992 Standard cost (which approximates average cost) or average cost: Finished goods . . . . . . . $ 180,989 $ 174,516 In process . . . . . . . . . 165,190 170,957 Raw materials and supplies . 50,824 55,381 - ---------------------------------------------------------- 397,003 400,854 Less LIFO reserve . . . . . . . . (129,161) (137,813) - ---------------------------------------------------------- TOTAL . . . . . . . . . . . $ 267,842 $ 263,041 ==========================================================
Inventories are valued at the lower of cost or market. Cost is determined using the last-in, first-out method (LIFO) for approximately 84 percent of inventories and the average cost method for all other inventories. Average cost approximates current cost. DEPRECIATION: Depreciation is computed for financial reporting purposes on a straight-line basis over the estimated useful lives of the related assets. INCOME TAXES: The provision for income taxes includes federal, state, and foreign taxes currently payable and deferred taxes. Deferred taxes for 1993 were determined utilizing a liability approach as required by Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. This method gives immediate effect to changes in income tax laws upon enactment. Deferred taxes for 1992 and 1991 were determined using the deferral method as required by Accounting Principles Board Opinion No. 11. INCOME (LOSS) PER SHARE: Per share amounts are based on the weighted average number of shares of Class A and Class B common stock and common stock equivalents outstanding. Certain common stock equivalents are not included in the 1993 calculation because they are antidilutive. Such average shares totaled 17,825,000 in 1993, 17,805,000 in 1992 and 17,710,000 in 1991. RECLASSIFICATION: Certain previously reported amounts have been reclassified to conform with year end 1993 presentations. - -------------------------------------------------------------------------------- NOTE 2. ACQUISITIONS: On March 25, 1993, Springs' subsidiary, Clark-Schwebel Fiber Glass, contributed its European fiberglass subsidiaries (net assets of $17.1 million) and $8.8 million in cash to CS-Interglas A.G., of Ulm, Germany, in consideration for a minority equity interest in CS-Interglas A.G. and a convertible debenture. No gain or loss was recognized as a result of this transaction since it was accounted for as a nonmonetary exchange. The earnings (losses) of the European subsidiaries were consolidated in the Company's financial statements until March 25, 1993, at which time the Company removed the assets and liabilities of the subsidiaries from consolidation and began accounting for its interest in CS-Interglas A.G. under the equity method of accounting. In August and October of 1992, Springs purchased the marketing and distribution operations of C. S. Brooks Canada Inc. and the Griffiths-Kerr division of Finlayson Enterprises, Ltd., respectively, for $18.6 million. Both acquisitions were accounted for using the purchase method of accounting, and accordingly, purchase price was allocated to net assets based upon estimated fair values at the acquisition dates. The Consolidated Statement of Operations includes results of both from the dates of acquisition. In April 1991, Springs purchased certain net assets comprising the rug and shower curtain businesses of C. S. Brooks Corporation (C. S. Brooks) for approximately $30.0 million. The acquisition was accounted for using the purchase method of accounting, and accordingly, the purchase price was allocated to the net assets of C. S. Brooks based upon their estimated fair values at the acquisition date. The Consolidated Statement of Operations includes C. S. Brooks since acquisition. 18 8 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S - -------------------------------------------------------------------------------- NOTE 3. RESTRUCTURING PLAN: In 1990, Springs recorded a $70.0 million charge ($43.9 million after taxes, or $2.46 per share) for the estimated cost of converting certain finished fabrics manufacturing facilities to home furnishings production, consolidating and further reducing the Company's manufacturing operations and offering early retirement to qualifying employees. The process of conversion and consolidation is designed to further modernize Springs' textile operations and to decrease capacity of certain manufacturing operations. Management believes that its plan will not be fully implemented until 1994. - -------------------------------------------------------------------------------- NOTE 4. INDUSTRY SEGMENT INFORMATION: Commencing in 1993, the Company has changed the financial statement presentation of its segments to reflect the changing nature of its business, the increased emphasis on its home furnishings business, and the similarities of the markets for its specialty fabrics. The specialty fabrics segment now combines the finished fabrics and industrial fabrics segments. Segment information for prior years has been restated to reflect this change. Springs operates in two industry segments: home furnishings and specialty fabrics. The home furnishings segment manufactures, purchases for resale, and markets home furnishing products including sheets, pillowcases, bedspreads, comforters, curtains, towels, shower curtains, bath rugs, drapery hardware and decorative window furnishings to all major channels of retail distribution. The specialty fabrics segment manufactures, purchases for resale, and markets woven and non-woven fabrics, including apparel fabrics, home sewing fabrics, fiberglass fabrics, industrial fabrics, specialty and high performance fabrics, and protective and fire retardant fabrics to manufacturers for use in a variety of end products. Summarized segment information appears on page12 and is an integral part of the financial statements.
- ------------------------------------------------------------------------------------------------------------------------- NOTE 5. LONG-TERM DEBT: Long-term debt consists of (in thousands): 1993 1992 Commercial Paper, average interest rate 3.2% in 1993, 4.1 % in 1992 . . . . . . . . . . . $ 99,613 $ 51,677 Senior Notes payable in annual installments of $6,250 in years 1994 through 1996, $12,500 in years 1997 through 2001, and $6,250 in years 2002 through 2005, effective interest rate of 10.01% . . . . . . . . . . . . . 106,250 118,750 Notes payable in quarterly installments of $3,125 through April 1, 1996, then $1,042 on July 1, 1996, interest at a variable market rate, 3.75% at January 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,292 46,875 Senior Note payable in annual installments of $5,000 in years 1997 through 2006, interest at 9.6% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 50,000 Industrial Revenue Bond Obligations, payable in varying annual amounts to 2019, interest at rates ranging from 2.5% to 8.3% . . . . . . . . . . . . . . 22,189 23,181 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,195 4,011 - ------------------------------------------------------------------------------------------------------------------------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 313,539 294,494 Current maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (20,511) (20,943) - ------------------------------------------------------------------------------------------------------------------------- LONG-TERM DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $293,028 $273,551 =========================================================================================================================
The Company intends to maintain commercial paper borrowings on a long-term basis. The Company's access to the commercial paper market is facilitated by committed long-term revolving credit agreements provided by several banks, totaling $100.0 million. Revolving credit agreements carry no specific expiration date but would terminate thirteen months after notice from banks. Springs pays an annual commitment fee equal to 1/8 of 1 percent on the revolving credit agreements. Certain long-term debt agreements contain, among other things, requirements concerning the maintenance of working capital and tangible net worth, limitations on the incurrence of indebtedness, and restrictions on the payment of dividends and redemption of stock. At January 1, 1994, retained earnings of $173,583,000 were available for cash dividends and the redemption of Springs' stock. Property with a net book value of $36,226,000 is pledged as collateral for the Industrial Revenue Bonds. Total annual maturities of long-term debt, excluding commercial paper will be: 1994 - $20,511,000; 1995 - $20,119,000; 1996 - $15,106,000; 1997 - $17,922,000; 1998 - $17,842,000 and varying amounts thereafter through 2019. Total interest payments in 1993, 1992 and 1991 were approximately $27,894,000, $30,789,000 and $30,102,000, respectively. 19 9 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S - -------------------------------------------------------------------------------- NOTE 6. SHAREHOLDERS' EQUITY: Changes in shareholders' equity, exclusive of retained earnings, are (in thousands):
- ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B Class A - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock Issued Common Stock Issued Stock Held in Treasury ------------------- ------------------- Additional ---------------------- Currency Number Par Number Par Paid-In Number Translation Of Shares Value Of Shares Value Capital Of Shares Cost Adjustment - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 29, 1990 . . . 9,604 $ 2,401 8,048 $ 2,012 $ 9,318 150 $ 3,148 $ 9,883 Exchange of Class B common stock for Class A common stock . . . . 76 19 (76) (19) - - - - Shares awarded under various employee plans . . . . . . . . . 55 14 - - 1,343 (8) (95) - Currency translation adjustment . . - - - - - - - (531) - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 28, 1991 . . . 9,735 $ 2,434 7,972 $ 1,993 $ 10,661 142 $ 3,053 $ 9,352 Exchange of Class B common stock for Class A common stock . . . . 64 16 (64) (16) - - - - Shares awarded under various employee plans . . . . . . . . . 3 - - - 226 (4) (99) - Currency translation adjustment . . - - - - - - - (5,518) - ------------------------------------------------------------------------------------------------------------------------------------ Balance at January 2, 1993 . . . . 9,802 $ 2,450 7,908 $ 1,977 $ 10,887 138 $ 2,954 $ 3,834 Exchange of Class B common stock for Class A common stock . . . . 55 14 (55) (14) - - - - Shares awarded under various employee plans . . . . . . . . . 1 1 - - 257 (9) (169) - Currency translation adjustment . . - - - - - - - 144 - ------------------------------------------------------------------------------------------------------------------------------------ BALANCE AT JANUARY 1, 1994 . . . . 9,858 $ 2,465 7,853 $ 1,963 $11,144 129 $ 2,785 $ 3,978 ====================================================================================================================================
In December 1991, Springs granted certain key employees options to purchase 380,000 shares of Class A common stock at market value on the date of grant. The options become exercisable in years 1994 through 1998. In April 1993, Springs granted certain key employees options to purchase 59,000 shares of Class A common stock at market value on the date of grant. The options become exercisable in years 1996 through 1998. As of January 1, 1994, Springs had authorized 1,000,000 shares of $1.00 par value, voting, preferred stock, none of which was outstanding. Authorized common stock consisted of 40,000,000 shares of $.25 par value Class A stock and 20,000,000 shares of $.25 par value Class B stock. Subject to certain exceptions, holders of Class B stock are entitled to four votes per share on matters brought before shareholders of the Company, while holders of Class A stock are entitled to one vote per share. Holders of Class A stock are entitled to cash dividends which are at least 10 percent greater than cash dividends paid on Class B stock. Pursuant to a change in South Carolina corporate law effective January 1, 1989, purchases by Springs of its own stock no longer represent the acquisition of treasury shares; rather, the purchased shares constitute authorized but unissued shares. Accordingly, shares acquired after 1988 are accounted for as reductions of common stock, additional paid-in capital and retained earnings. Shares purchased prior to January 1, 1989 will continue to be accounted for in the same manner as prescribed under the previous law. - -------------------------------------------------------------------------------- NOTE 7. INCOME TAXES: The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes" as of the beginning of 1993, and the cumulative effect of this change is reported in the 1993 Consolidated Statement of Operations. Prior years' financial statements have not been restated to apply the provisions of SFAS No. 109. The cumulative effect of adoption was a charge to income of $20.9 million, or $1.17 per share, reflecting the impact of "temporary differences" between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. These temporary differences are determined in accordance with SFAS No. 109 and are more inclusive in nature than "timing differences" as determined under previously applicable accounting principles. During 1992 and 1991, deferred income taxes were provided for timing differences in the recognition of revenue and expenses for tax and financial statement purposes computed in accordance with Accounting Principles Board Opinion No. 11. 20 10 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S The following tables present the provision for income taxes before cumulative effect of adoption of SFAS Nos. 106 & 109, the principal items of deferred income taxes at the beginning and end of 1993, the principal components of the deferred income tax provision for 1992 and 1991, and a reconciliation of the statutory U. S. income tax rate to the effective income tax rate. INCOME TAX PROVISION BEFORE CUMULATIVE EFFECT (In thousands):
1993 1992 1991 Current. . . . . . . . $ 32,932 $ 37,725 $ 19,789 Deferred. . . . . . . . 3,625 (2,260) 2,787 - ---------------------------------------------------------- TOTAL TAX PROVISION BEFORE CUMULATIVE EFFECT. . . . . . . $ 36,557 $ 35,465 $ 22,576 ==========================================================
Temporary differences which give rise to a significant portion of deferred income taxes are as follows:
JANUARY 1 January 3 1994 1993 Employee benefit accruals . . . $ 36,534 $ 36,115 Deferred compensation . . . . . 24,032 21,911 Restructuring accruals . . . . 4,080 8,655 Equity investments/subsidiaries 4,332 2,320 Accounts receivable reserves . 4,306 6,550 Environmental accruals . . . . 4,203 3,825 Other items . . . . . . . . . . 10,764 4,551 - ---------------------------------------------------------- Subtotal. . . . . . . . . . 88,251 83,927 Less valuation allowance . . . (4,332) (2,320) - ---------------------------------------------------------- Total deferred tax assets . $ 83,919 $ 81,607 - ---------------------------------------------------------- Property . . . . . . . . . . . $ (71,813) (66,649) Equity investments . . . . . . (8,523) (7,072) Intangibles . . . . . . . . . . (3,690) (2,701) Other items . . . . . . . . . . (3,241) (4,660) - ---------------------------------------------------------- Total deferred tax liabilities . . . . . . . $ (87,267) (81,082) - ---------------------------------------------------------- NET DEFERRED TAX ASSET (LIABILITY) . . . . . . . $ (3,348) $ 525 ==========================================================
As a result of increases in a deferred tax asset related to an equity investment, a valuation allowance has been recorded to the extent of such deferred tax asset. Realization of this asset is contingent on the Company's ability to generate future capital gains in an amount sufficient to utilize this tax asset. DEFERRED INCOME TAX PROVISION (Benefit) (In thousands):
1992 1991 Depreciation . . . . . . . . . $ 1,603 $ (412) Restructuring costs . . . . . . 2,611 6,393 Deferred compensation . . . . . (1,864) (1,343) Employee benefit plans . . . . 275 (32) Inventories . . . . . . . . . . (190) (23) Other . . . . . . . . . . . . . (4,695) (1,796) - ----------------------------------------------------------- TOTAL DEFERRED INCOME TAX PROVISION (BENEFIT) . $ (2,260) $ 2,787 ===========================================================
RECONCILIATION TO EFFECTIVE TAX RATES:
1993 1992 1991 Provision at statutory U.S. tax rate . . . . . . 35.0% 34.0% 34.0% Effective state income tax rate . . . . . . . . 4.8 4.2 4.2 Foreign losses without tax benefit. . . . . . . 2.4 3.4 4.7 Amortization of acquisition price not deductible for tax purposes . . . . . . 0.5 1.1 2.5 Other . . . . . . . . . . . 0.9 1.6 - - ------------------------------------------------------------- TOTAL. . . . . . . . . . 43.6% 44.3% 45.4% =============================================================
Income before income taxes includes foreign losses of $6,377,000, $8,449,000, and $6,119,000 in 1993, 1992, and 1991, respectively. The provision for income taxes includes state income taxes of $6,225,000 in 1993, $5,127,000 in 1992, and $3,195,000 in 1991. Springs made income tax payments of approximately $45,837,000, $29,930,000, and $21,260,000 in 1993, 1992, and 1991, respectively. - -------------------------------------------------------------------------------- NOTE 8. EMPLOYEES' BENEFIT PLANS: EMPLOYEES' PROFIT SHARING AND RETIREMENT PLANS Substantially all associates of Springs are covered by defined contribution plans or defined benefit plans. The Company makes contributions to defined contribution plans which are computed as a percentage of each participant's base pay. In addition, in the event that eligible participants contribute a percentage of their compensation to defined contribution plans, the Company matches a portion of their contributions. Company contributions to defined benefit plans are made in accordance with ERISA and benefits are generally based upon years of service and compensation. Assets held by plans are invested in money market and other fixed income securities including United States government obligations and in diversified equity securities. Defined contribution plan expense for 1993, 1992, and 1991 was $22,827,000, $19,695,000, and $18,666,000, respectively. The net assets available for benefits under defined contribution plans had a market value of $427,602,000 as of January 1, 1994. 21 11 N o t e s T o C o n s o l i d a t e d F I N A N C I A L S T A T E M E N T S Defined benefit retirement plan expense was $1,486,000 in 1993, $1,669,000 in 1992 and $1,817,000 in 1991. The following assumptions and components were used to develop the net pension expense (in thousands):
1993 1992 1991 ASSUMPTIONS: Discount rate for obligations . . . . . . . . . . . 7.0% 8.0% 8.0% Discount rate for expenses . . . . . . . . . . . . 8.0% 8.0% 8.0% Expected long-term rate of return on assets . . . . 7.5% 7.5% 7.5% COMPONENTS: Service cost . . . . . . . . . . . . . . . . . . . $ 423 $ 649 $ 816 Interest cost on projected benefit obligations . . 1,278 1,221 1,164 Actual return on assets . . . . . . . . . . . . . . (255) (259) (816) Net amortization and deferral . . . . . . . . . . . 40 58 653 - -------------------------------------------------------------------------------- PENSION EXPENSE, NET . . . . . . . . . . . . . . . $1,486 $1,669 $1,817 ================================================================================
The following table sets forth the funding status of Springs' defined benefit pension plans (in thousands):
JANUARY 1 JANUARY 2 1994 1993 ACCUMULATED BENEFIT OBLIGATION: Vested . . . . . . . . . . . . . . . . . . . . . . . . . $(17,740) $(16,651) Non-vested . . . . . . . . . . . . . . . . . . . . . . . (18) (11) - ------------------------------------------------------------------------------------- Accumulated benefit obligation . . . . . . . . . . . . . $(17,758) $(16,662) ===================================================================================== Projected benefit obligation . . . . . . . . . . . . . . . $(17,758) $(16,662) Plan assets at fair value . . . . . . . . . . . . . . . . . 3,908 4,121 - ------------------------------------------------------------------------------------- Projected benefit obligation in excess of plan assets . . . (13,850) (12,541) Unrecognized net loss and effects of changes in assumptions . . . . . . . . . . . . . . . . . . . . . . . 2,240 1,366 Additional minimum liability . . . . . . . . . . . . . . . (2,240) (1,385) - ------------------------------------------------------------------------------------- ACCRUED PENSION COST RECOGNIZED IN THE BALANCE SHEET . . . $(13,850) $(12,560) =====================================================================================
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS The Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," as of January 3, 1993. In applying this pronouncement, the Company immediately recognized, as a change in accounting principle, the $82.8 million Accumulated Postretirement Benefit Obligation (APBO) as of the beginning of fiscal 1993. On an after-tax basis, this charge was $51.6 million, or $2.90 per share. The Company sponsors a defined benefit postretirement medical plan which covers substantially all salaried and nonsalaried employees. The plan provides medical benefits and is contributory, with retiree contributions adjusted periodically. The following table sets forth the status of Springs' obligation under SFAS No. 106 at January 1, 1994 and January 3, 1993 (in thousands):
JANUARY 1 JANUARY 3 1994 1993 ACCUMULATED POSTRETIREMENT BENEFIT OBLIGATION: Retirees . . . . . . . . . . . . . . . . . . . $ (40,144) $ (43,380) Fully eligible active plan participants . . . (7,150) (23,324) Other active plan participants . . . . . . . . (20,497) (16,066) - ------------------------------------------------------------------------------- Accumulated postretirement benefit obligation . $ (67,791) $ (82,770) Unrecognized effects of changes resulting from experience different from that assumed . . . . (14,901) - - ------------------------------------------------------------------------------- ACCRUED POSTRETIREMENT BENEFIT OBLIGATION RECOGNIZED IN THE BALANCE SHEET . . . . . . . . $ (82,692) $ (82,770) ===============================================================================
22 12 N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S At the date of adoption, the substantive plan provided for eligible active associates to elect to receive benefits based on service and age provisions consistent with the provisions of then current retirees. This election was offered for a limited time period and a significant number of these associates did not elect this option; therefore, the number of fully eligible associates was substantially less at January 1, 1994. The $14.9 million actuarial gain primarily represents lower health care costs than assumed offset by a decrease in the discount rate. Net postretirement benefit cost for 1993 consisted of the following components: Service cost - benefits earned . . . . . . . . $ 1,132 Interest cost on accumulated postretirement benefit obligation . . . . . 6,320 - ---------------------------------------------------------- NET POSTRETIREMENT BENEFIT COST . . . . . . . . $ 7,452 ==========================================================
The actuarial valuation of the APBO for this plan includes provisions for anticipated future cost-sharing changes that are consistent with the Company's expressed intent to adjust future retiree contributions. The Company continues to fund this plan on the "pay-as-you-go" basis. In 1992 and 1991, retiree "pay-as-you-go" expense was $7,712,000 and $6,482,000, respectively. For measurement purposes, a 12.5 percent annual rate of increase in the per capita cost of covered health care benefits was assumed for 1994; this 12.5 percent rate was assumed to decrease gradually to six percent until the year 2006 and remain at that level thereafter. If the health care cost trend rate were increased by one percent, the APBO would increase by 13 percent and the aggregate of the service and interest cost components of net postretirement benefit cost would increase by 26 percent. The discount rate used in determining the APBO at January 1, 1994 was seven percent and at January 3, 1993 was eight percent. - -------------------------------------------------------------------------------- NOTE 9. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The Company has estimated the fair value amounts of financial instruments as required by SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company would realize in a current market exchange. The carrying amounts of cash and cash equivalents, accounts receivable, other assets, accounts payable, and short-term borrowings are reasonable estimates of their fair value at January 1, 1994 and January 2, 1993. Long-term debt including commercial paper of $314 million had an estimated fair value at January 1, 1994 of $340 million. Long-term debt including commercial paper of $294 million had an estimated fair value at January 2, 1993 of $304 million. Fair value was estimated using interest rates that were available to the Company at those dates for issuance of debt with similar terms and remaining maturities. - -------------------------------------------------------------------------------- NOTE 10. OTHER MATTERS: TRANSACTIONS WITH RELATED PARTIES: Springs transacts business with companies which are controlled by two members of the Board of Directors, their family and related entities. In the opinion of Springs' management, the cost of services provided by these companies is not material and the services have been obtained at competitive prices or rates. Management reviews its conclusions with the Audit Committee of the Board of Directors. CONTINGENCIES: The action filed in the United States District Court of South Carolina by the Catawba Indian Tribe of South Carolina against Springs and other defendants, including the State of South Carolina and a number of other governmental entities, claiming title to approximately 140,000 acres of land in York and Lancaster counties, South Carolina, including certain property owned by Springs, has been settled and the plaintiff's title claims have been formally dismissed by order of the United States District Court entered on January 5, 1994. Springs is involved in certain administrative proceedings governed by environmental laws and regulations, including proceedings under the Comprehensive Environmental Response, Compensation, and Liability Act. The potential costs to the Company related to all of these environmental matters are uncertain due to such factors as: the unknown magnitude of possible pollution and cleanup costs; the complexity and evolving nature of governmental laws and regulations and their interpretations; the timing, varying costs and effectiveness of alternative cleanup technologies; the determination of the Company's liability in proportion to other potential responsible parties; and the extent, if any, to which such costs are recoverable from insurance or other parties. The Company has accrued a liability of approximately $11 million, which represents management's best estimate of Springs' probable liability concerning all known environmental matters. This accrual has not been reduced by any potential insurance recovery the Company may have regarding environmental matters. The only major component of the Company's accrued liability for environmental matters involves a site listed on the United States Environmental Protection Agency's ("EPA") National Priority List ("NPL") where Springs is the sole responsible party. Springs, the United States Environmental Protection Agency and the United States Department of Justice have executed a consent decree related to this site. Soil cleanup was completed in 1993, subject to final approval by EPA. The remedial design for groundwater cleanup is nearing completion. Management believes the $11 million accrual will be paid out over the next ten years. Springs is also involved in various other legal proceedings and claims incidental to its business. Springs is defending its position in all such proceedings. In the opinion of management, based on the advice of counsel, the likelihood that the resolution of the above matters would have a material adverse impact on either the financial condition or the future results of operations of Springs is remote. 23 13 I N D E P E N D E N T A U D I T O R S ' R E P O R T To the Board of Directors of Springs Industries, Inc. We have audited the accompanying consolidated balance sheet of Springs Industries, Inc. as of January 1, 1994 and January 2, 1993, and the related consolidated statements of operations and retained earnings and of cash flows for each of the three fiscal years in the period ended January 1, 1994. 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 generally accepted auditing standards. 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, such consolidated financial statements present fairly, in all material respects, the financial position of Springs Industries, Inc. at January 1, 1994 and January 2, 1993, and the results of its operations and its cash flows for each of the three fiscal years in the period ended January 1, 1994 in conformity with generally accepted accounting principles. As discussed in Notes 7 and 8 to the consolidated financial statements, in 1993 the Company changed its method of accounting for income taxes and its method of accounting for postretirement benefits other than pensions to conform with Statements of Financial Accounting Standards Nos. 109 and 106, respectively. SIGNATURE on file DELOITTE & TOUCHE Charlotte, North Carolina January 31, 1994 - -------------------------------------------------------------------------------- M A N A G E M E N T ' S R E P O R T O N F I N A N C I A L S T A T E M E N T S The management of the Company is responsible for the preparation of the consolidated financial statements and related financial information included in this annual report. The statements, which include amounts based on judgments of management, have been prepared in conformity with generally accepted accounting principles consistently applied. In fulfilling the Company's responsibilities for maintaining the integrity of financial information and for safeguarding assets, Springs relies upon internal control systems designed to provide reasonable assurance that the Company's records properly reflect business transactions and that these transactions are in accordance with management's authorization. There are limits inherent in all systems of internal accounting controls based on the recognition that the cost of such systems should not exceed the benefits to be derived. Springs believes its system provides this appropriate balance. The internal control system is augmented by an internal audit staff which evaluates and reports on the adequacy and effectiveness of internal control and procedures. Management also recognizes its responsibility for conducting the Company's affairs in an ethical and socially responsible manner. Springs has communicated to its employees its intentions to maintain the highest standards of ethical conduct in all of its business activity. Ongoing review programs are carried out to monitor compliance with this policy. The Board of Directors pursues its oversight responsibility for the Company's systems of internal control and financial statements through its Audit Committee, which is composed solely of outside directors. The Audit Committee meets regularly with Springs' management, internal auditors, and independent auditors. Both the independent auditors and internal auditors have access to and meet privately with this Committee without the presence of management. The Company's independent auditors, Deloitte & Touche, consider the Company's internal control structure to the extent they deem necessary and perform tests and other procedures they deem necessary to express an opinion on the fairness of the presentation of the financial statements, which management believes provides an objective assessment of the degree to which management meets its responsibility for fairness of financial reporting. SIGNATURE on file STEPHEN P. KELBLEY Executive Vice President and Chief Financial Officer 24 14 Q U A R T E R L Y F I N A N C I A L D A T A ( U N A U D I T E D )
(In millions except per share data) 1993 1992 QUARTER 1ST 2ND 3RD 4TH YEAR 1ST 2ND 3RD 4TH* YEAR* Net sales . . . . . . $501.7 $483.9 $514.5 $522.7 $2,022.8 $462.9 $486.0 $495.0 $531.8 $1,975.7 Gross profit . . . . . 96.9 94.0 103.7 108.8 403.4 84.8 93.3 97.8 114.5 390.4 Income before cumulative effect . . 9.1 8.9 13.7 15.5 47.3 5.3 11.2 13.3 14.7 44.5 Cumulative effect . . (72.5)(a) - - - (72.5)(a) - - - - - - ------------------------------------------------------------------------------------------------------------------------ Net income (loss) . . (63.4) 8.9 13.7 15.5 (25.3) 5.3 11.2 13.3 14.7 44.5 ======================================================================================================================== Per share: Income before cumulative effect . .51 .50 .77 .87 2.65 .30 .63 .75 .82 2.50 Cumulative effect . . (4.07)(a) - - - (4.07)(a) - - - - - - ------------------------------------------------------------------------------------------------------------------------ Net income (loss) . . (3.56) .50 .77 .87 (1.42) .30 .63 .75 .82 2.50 ========================================================================================================================
* 14 weeks for the quarter and 53 weeks for the year. (a) One-time charges for adoption of SFAS Nos. 106 and 109. DIVIDENDS AND PRICE RANGE OF COMMON STOCK
1993 1992 QUARTER 1ST 2ND 3RD 4TH YEAR 1ST 2ND 3RD 4TH* YEAR* Per share: Class A dividends . . .30 .30 .30 .30 1.20 .30 .30 .30 .30 1.20 Class B dividends . . .27 .27 .27 .27 1.08 .27 .27 .27 .27 1.08 - -------------------------------------------------------------------------------------------------------------------------- Common stock prices: High . . . . . . . 45 7/8 49 37 3/4 42 1/4 49 39 3/4 40 1/8 43 7/8 43 1/8 43 7/8 Low . . . . . . . . 35 3/4 33 1/2 34 5/8 34 3/4 33 1/2 30 1/2 34 7/8 35 5/8 31 1/2 30 1/2 - ------------------------------------------------------------------------------------------------------------------------
PRICE RANGE OF COMMON STOCK (by quarter) (Graph) 25 15 S E L E C T E D F I N A N C I A L D A T A Springs Industries, Inc.
1993 1992(c) 1991 1990 1989 SUMMARY OF OPERATIONS (in millions): Net sales . . . . . . . . . . . . . . . . . . $2,022.8 $1,975.7 $1,890.4 $1,878.0 $1,909.3 Income (loss) before income taxes . . . . . . 83.8 80.0 49.7 (7.1)(a) 100.7 Income taxes . . . . . . . . . . . . . . . . . 36.6 35.5 22.6 (.3) 35.8 Net income (loss) . . . . . . . . . . . . . . (25.3)(h) 44.5 27.1 (6.8)(a) 64.9 Operating cash flow(d) . . . . . . . . . . . . 201.2 198.8 167.9 174.9 204.0 Class A cash dividends declared. . . . . . . . 11.6 11.5 11.4 11.6 11.5 Class B cash dividends declared . . . . . . . 8.5 8.6 8.7 8.7 8.7 - -------------------------------------------------------------------------------------------------------------- PER SHARE OF COMMON STOCK: Net income (loss) . . . . . . . . . . . . . . (1.42)(h) 2.50 1.53 (.39)(a) 3.64 Class A cash dividends declared . . . . . . . 1.20 1.20 1.20 1.20 1.20 Class B cash dividends declared . . . . . . . 1.08 1.08 1.08 1.08 1.08 Shareholders' equity . . . . . . . . . . . . . 30.90 33.47 32.39 32.05 33.08 Class A stock price range: High . . . . . . . . . . . . . . . . . . . 49 43 7/8 36 1/4 39 1/2 45 1/4 Low . . . . . . . . . . . . . . . . . . . . 33 1/2 30 1/2 21 1/4 16 7/8 30 1/2 - -------------------------------------------------------------------------------------------------------------- STATISTICAL DATA: Income to net sales . . . . . . . . . . . . . (1.3)% 2.3% 1.4% (0.4)% 3.4% Net income to average shareholders' equity . . (4.7)% 7.7% 4.9% (1.2)% 11.6% Operating return on assets employed (e) . . . 8.8% 8.7% 6.6% 7.7% 11.2% Inventory turnover (f) . . . . . . . . . . . . 5.6 6.0 6.0 5.6 5.8 Accounts receivable turnover (g) . . . . . . . 6.5 6.5 6.3 6.2 6.4 Net sales divided by average assets . . . . . 1.6 1.6 1.5 1.6 1.7 Current ratio . . . . . . . . . . . . . . . . 2.3 2.2 2.2 2.5 2.4 Capital expenditures (in millions) . . . . . . $ 88.3 $ 80.3 $ 115.9 $ 117.8 $ 108.3 Depreciation (in millions) . . . . . . . . . . $ 78.1 $ 77.7 $ 75.2 $ 72.6 $ 67.5 Approximate number of shareholders . . . . . . 3,200 3,300 3,500 3,400 3,500 Average number of associates . . . . . . . . . 20,300 20,900 21,700 23,200 24,100 - -------------------------------------------------------------------------------------------------------------- SELECTED BALANCE SHEET DATA (in millions): Working capital . . . . . . . . . . . . . . . $ 353.5 $ 328.2 $ 329.7 $ 356.5 $ 354.9 Property: Cost . . . . . . . . . . . . . . . . . . . 1,195.8 1,168.4 1,123.6 1,087.9 978.0 Accumulated depreciation . . . . . . . . . (645.9) (609.1) (551.5) (563.7) (503.0) Net . . . . . . . . . . . . . . . . . . . . 549.9 559.3 572.1 524.2 475.0 Total assets . . . . . . . . . . . . . . . . . 1,292.1 1,250.3 1,251.3 1,201.1 1,188.4 Long-term debt . . . . . . . . . . . . . . . . 293.0 273.6 287.8 260.4 227.5 Shareholders' equity . . . . . . . . . . . . . 543.2 588.1 568.9 560.9 585.1 - -------------------------------------------------------------------------------------------------------------- (a) Includes a $70.0 million charge ($43.9 million after tax, or $2.46 per share) for restructuring. (b) Includes an $18.0 million charge ($11.2 million after tax or $.63 per share) for restructuring. (c) Fifty-three weeks. (d) Pretax income plus restructuring costs, depreciation and amortization, and interest expense. (e) Pretax income before restructuring costs and interest expense divided by average of month-end total assets used in operations. (f) Cost of goods sold divided by average of month-end inventories. (g) Net sales divided by average of month-end receivables. (h) Includes a charge of $ (72.5) million, net of income taxes, or $(4.07) per share for cumulative effect of adoption of SFAS Nos. 106 & 109.
26 16 S E L E C T E D F I N A N C I A L D A T A Springs Industries, Inc.
1988 1987 1986 1985(c) 1984 SUMMARY OF OPERATIONS (in millions): Net sales . . . . . . . . . . . . . . . . . . $1,824.8 $1,661.1 $1,505.0 $1,013.5 $ 945.0 Income (loss) before income taxes . . . . . . 85.1(b) 101.5 58.8 20.6 55.1 Income taxes . . . . . . . . . . . . . . . . . 32.3 45.8 26.2 7.3 19.0 Net income (loss) . . . . . . . . . . . . . . 52.8(b) 55.7 32.6 13.3 36.1 Operating cash flow(d) . . . . . . . . . . . . 195.1 186.6 144.6 67.3 92.5 Class A cash dividends declared. . . . . . . . 14.7 14.5 13.5 13.4 13.4 Class B cash dividends declared . . . . . . . 2.8 - - - - - -------------------------------------------------------------------------------------------------------------- PER SHARE OF COMMON STOCK: Net income (loss) . . . . . . . . . . . . . . 2.98(b) 3.13 1.83 .75 2.03 Class A cash dividends declared . . . . . . . 1.01 .82 .76 .76 .76 Class B cash dividends declared . . . . . . . .27 - - - - Shareholders' equity . . . . . . . . . . . . . 30.67 28.64 26.24 25.03 25.03 Class A stock price range: High . . . . . . . . . . . . . . . . . . . 38 3/4 38 1/4 28 7/16 23 20 1/8 Low . . . . . . . . . . . . . . . . . . . . 27 20 3/4 20 1/2 15 5/8 15 1/4 - -------------------------------------------------------------------------------------------------------------- STATISTICAL DATA: Income to net sales . . . . . . . . . . . . . 2.9% 3.4% 2.2% 1.3% 3.8% Net income to average shareholders' equity . . 10.2% 11.5% 7.3% 3.0% 8.4% Operating return on assets employed (e) . . . 12.0% 12.3% 8.8% 4.4% 9.7% Inventory turnover (f) . . . . . . . . . . . . 6.2 5.8 5.0 5.7 5.8 Accounts receivable turnover (g) . . . . . . . 6.4 6.5 6.3 6.2 6.2 Net sales divided by average assets . . . . . 1.7 1.6 1.5 1.5 1.5 Current ratio . . . . . . . . . . . . . . . . 2.7 3.0 3.3 3.1 4.8 Capital expenditures (in millions) . . . . . . $ 77.1 $ 69.9 $ 57.0 $ 37.4 $ 50.9 Depreciation (in millions) . . . . . . . . . . $ 62.1 $ 57.8 $ 55.6 $ 37.6 $ 31.9 Approximate number of shareholders . . . . . . 3,700 3,400 3,300 3,400 3,500 Average number of associates . . . . . . . . . 23,400 23,100 23,500 17,000 16,800 - -------------------------------------------------------------------------------------------------------------- SELECTED BALANCE SHEET DATA (in millions): Working capital . . . . . . . . . . . . . . . $ 389.8 $ 428.1 $ 402.2 $ 381.1 $ 279.8 Property: Cost . . . . . . . . . . . . . . . . . . . 872.5 803.6 749.3 710.3 561.7 Accumulated depreciation . . . . . . . . . (448.0) (410.5) (366.0) (324.6) (311.2) Net . . . . . . . . . . . . . . . . . . . . 424.5 393.1 383.3 385.7 250.5 Total assets . . . . . . . . . . . . . . . . . 1,118.3 1,083.7 1,010.4 1,013.1 615.0 Long-term debt . . . . . . . . . . . . . . . . 238.5 256.8 271.0 308.1 39.1 Shareholders' equity . . . . . . . . . . . . . 541.6 505.0 464.6 442.2 441.2 - -------------------------------------------------------------------------------------------------------------- Note: Selected financial data includes M. Lowenstein Corporation, Uniglass, Andre' Richard, Carey-McFall, C. S. Brooks, C. S. Brooks Canada, and Griffiths-Kerr from their dates of acquisition in November 1985, February 1988, March 1988, March 1989, April 1991, August 1992, and October 1992, respectively.
27 17 Description of two graphs on page twelve should read as follows: Pie graph depicting sales per industry segment, which shows home furnishings at 69% of total and specialty fabrics at 31% of total. Pie graph depicting earnings per industry segment, which shows home furnishings at 82% of total and specialty fabrics at 18% of total. Description of graph on page fifteen should read as follows: Pie graph depicting distribution of the sales dollar, which shows the following: Raw materials and purchased goods 701.0 Wages, salary, & benefits 616.7 Other manufacturing, selling, general and administrative expenses, etc. 621.2 Income taxes 36.6 Cash dividends and retained earnings 47.3 (1) Excluding cumulative effect of adoption of SFAS Nos. 106 & 109. Description of graph on page 25 should read as follows: Bar graph depicting price range of common stock, noted above, by quarters for 1992 and 1993. EX-21 8 SPRINGS INDUSTRIES SUBSIDIARIES OF REGISTRANT 1 SUBSIDIARIES OF SPRINGS INDUSTRIES, INC.
Place of Name of Subsidiary Incorporation - ------------------ ------------- 1. Catawba Trucking, Inc. South Carolina 2. Clark-Schwebel Corporation New York 3. Clark-Schwebel Distribution Corp. Delaware 4. Clark-Schwebel, Inc. New York 5. Fort Mill A Inc. Delaware 6. Springs Canada, Inc. Ontario 7. Lancaster International Sales Corporation South Carolina 8. Springmaid International, Inc. South Carolina 9. Fort Mill F Inc. South Carolina 10. Springs de Mexico, S.A. de C.V. Mexico 11. Springs Holdings Limited Ontario 12. Springs Industries (Asia) Inc. Delaware 13. Springs Management Company, Inc. South Carolina 14. Springs Sales Corporation U.S. Virgin Islands 15. Springs Window Fashions Division, Inc. Delaware
EX-23 9 SPRINGS INDUSTRIES CONSENT OF EXPERTS 1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 33-46260 and No. 33-46261 of Springs Industries, Inc. on Form S-8 of our reports dated January 31, 1994, appearing and incorporated by reference in this Annual Report on Form 10-K of Springs Industries, Inc. for the year ended January 1, 1994. DELOITTE & TOUCHE Charlotte, North Carolina March 30, 1994 -----END PRIVACY-ENHANCED MESSAGE-----