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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________.
COMMISSION FILE NUMBER: 0-20850
HAGGAR CORP.
(Exact name of registrant as specified in the charter)
NEVADA 75-2187001
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6113 LEMMON AVENUE
DALLAS, TEXAS 75209
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 352-8481
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ---------------------------- --------------------------------
Common stock Nasdaq National Market System
($0.10 par value per share)
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 for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------- -------
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations 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. [ ]
As of December 1, 1999 there were 7,018,393 shares of common stock outstanding.
The aggregate market value of the 6,470,375 shares of the common stock of Haggar
Corp. held by nonaffiliates on such date (based on the closing price of these
shares on the Nasdaq National Market System) was approximately $79,262,094.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III is incorporated by reference from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year
covered by this report.
THIS PAGE INTENTIONALLY LEFT BLANK.
2
PART I
ITEM 1. BUSINESS
INTRODUCTION.
Haggar Corp., together with its subsidiaries (collectively the "Company"),
designs, manufactures, imports and markets casual and dress men's and women's
apparel products including pants, shorts, suits, sportcoats, shirts, dresses,
skirts, and vests. Products are offered in a wide variety of styles, fabrics,
colors and sizes.
The Company's products are sold primarily through approximately 10,000 retail
stores operated by its customers, which include major department stores,
specialty stores and mass market retailers throughout the United States. The
Company offers its premium apparel products under the Haggar-Registered
Trademark- brand name, and also offers a more moderately priced line of products
through its mass-market retailer division, The Horizon Group. The Company owns
several other trademarks under which it markets or has marketed its products. In
addition, the Company's specialty label division offers retailers quality
products bearing the retailer's own label.
On January 13, 1999, the Company, through its main operating subsidiary, Haggar
Clothing Co., acquired Jerell, Inc. ("Jerell"), a company engaged in the design
and marketing of women's apparel. The Company offers its women's apparel
products under several trademarks.
The Company also operates retail stores located in outlet malls throughout the
United States. As of September 30, 1999, the Company had opened 63 such stores
which market first quality Company products to the general public. These stores
also serve as a retail-marketing laboratory for the Company. In addition, Jerell
operates 3 retail stores offering second quality products to the public.
The Company was established in 1926 by J. M. Haggar, Sr., and has built its
reputation by offering high quality, ready-to-wear men's apparel at affordable
prices through innovations in product design, marketing and customer service.
Haggar Clothing Co. is the primary operating subsidiary. Both Haggar Corp. and
Haggar Clothing Co. are incorporated in Nevada.
PRODUCTS AND MAJOR BRANDS.
The Company's apparel products are manufactured with a wide array of fabrics
that emphasize style, comfort, fit and performance. The Company is well known
for its use of "performance fabrics" that maintain a fresh, neat appearance. The
Company's product lines are currently dominated by natural fiber (wool or
cotton) and blended (polyester/wool or polyester/rayon) fabrics, although the
Company also produces some apparel using a single synthetic (polyester or rayon)
fabric.
A significant portion of the Company's apparel lines consists of basic,
recurring styles, which the Company believes are less susceptible to "fashion
markdowns", as compared with higher fashion apparel lines. Thus, while the
Company strives to offer current fashions and styles, the bulk of its product
lines change relatively little from year to year. This consistency in product
lines enables the Company to operate on a cost-efficient basis and to more
accurately forecast the demand for particular products.
HAGGAR-Registered Trademark-. The Company's Haggar-Registered Trademark-
brands represented 67.4% of total apparel sales in fiscal 1999. These brands
receive widespread recognition among United States consumers for high
quality, affordable men's apparel. The full range of products offered by the
Company is marketed under these brands, including dress and casual pants,
sportcoats, suits, shirts and shorts. The Company has developed specific
product lines under these brands, intended to keep the Company in the
forefront of the trend among men toward more casual clothing, while
maintaining the Company's traditional strength in men's dress apparel.
Examples of these lines include Haggar Wrinkle-Free Cottons-Registered
Trademark-, City Casuals-TM- and Black Label-TM-. Haggar Wrinkle-Free
Cottons-Registered Trademark- offer all the comfort features of 100% cotton
pants and maintain their neat appearance, without the need for ironing or dry
cleaning. City Casuals-TM- and Black Label-TM- are fashionable lines of
coordinated coats, vests, pants and shirts designed to meet
3
the need for "business casual" and high quality casual assortments. The
Haggar brand is also licensed to manufacturers of related apparel in
categories outside the core product lines of the Company.
Haggar branded products are sold nationwide primarily in major department
stores, including J.C. Penney, May Company Department Stores, Federated
Department Stores, Mervyn's California and Kohl's Department Stores. The Company
also markets its Haggar branded men's clothing through its own retail stores
located in outlet malls throughout the United States.
THE HORIZON GROUP. The Company's mass retailer division, The Horizon Group,
markets products including dress pants, casual pants, shorts, suits, sportcoats
and shirts. These products, which are offered at lower price points than Haggar
brand products, are generally sold to mass market retailers, such as Wal-Mart.
In addition to manufacturing products under its own labels, the Company also
manufactures men's apparel for certain of its customers under the individual
store's proprietary label. The Company's specialty label products are primarily
sold to major department stores, including J.C. Penney.
JERELL. The Company's women's wear division, Jerell, markets women's sportswear
including dresses, skirts, pants, and vests. These product lines are primarily
sold to major department stores, including Dillards.
INTRODUCTION OF NEW PRODUCTS.
The Company is emphasizing the introduction of new products in order to
capitalize on its brand name recognition and retailer relationships. While
the Company has offered casual products in the past, it has increased its
efforts in this category through aggressive marketing and expansion of its
lines of Haggar Wrinkle-Free Cottons-Registered Trademark-, City Casuals-TM-
and Black Label-TM-. In 1999, the Company introduced its Stonewashed Khakis,
and continues to develop new products. The Company continues to emphasize its
lines of shirts designed to complement its pant product lines. While there is
substantial competition in these markets, the Company believes that it is
well positioned to take advantage of market opportunities.
DEPENDENCE ON KEY CUSTOMERS.
The number of major apparel retailers has decreased in recent years, and the
retail apparel industry continues to undergo consolidation. The Company's five
largest customers accounted for 55.4%, 57.4%, and 54.0% of net sales during the
fiscal years ending September 30, 1999, 1998 and 1997, respectively. The
Company's largest current customer, J.C. Penney Company, Inc., accounted for
24.8%, 27.9%, and 27.3% of the Company's net sales during the fiscal years
ending September 30, 1999, 1998 and 1997, respectively. The Company's second
largest current customer, Kohl's Department Stores, Inc., accounted for 11.2%,
10.4% and 7.1% of the Company's net sales during the fiscal years ending
September 30, 1999, 1998, and 1997, respectively. No other customer accounted
for more than 10% of consolidated revenues. The loss of the business of one or
more of the Company's larger customers could have a material adverse effect on
the Company's results of operations. The Company has no long-term commitments or
contracts with any of its customers.
COMPETITION.
The apparel industry is highly competitive due to its fashion orientation, its
mix of large and small producers, the flow of imported merchandise and a wide
variety of retailing methods. Competition has been exacerbated by consolidations
and closings of major department store groups. The Company has many diverse
competitors, some of whom have greater marketing and financial resources than
the Company. Intense competition in the apparel industry can result in
significant discounting and lower gross margins. The Company is the market
leader in sales of men's dress pants, custom-fit suits (separately sized pants
and matching jackets which may be purchased together to form a suit requiring
little or no alteration) and sportcoats, and holds the number two market share
in men's casual pants.
4
The principal elements of competition in the apparel industry include style,
quality and price of products, brand loyalty, customer service and advertising.
The Company's product innovations and value-added services such as floor-ready
merchandise, electronic data interchange, fixturing and concept shops position
it to compete as a market leader. The Company also believes that its brand
recognition, merchandise with relatively low vulnerability to changing fashion
trends and affordable pricing enhance its competitive position in the apparel
industry. Additionally, the Company believes its advertising campaigns promote
consumer demand for its products and enhances its brand and Company image.
DESIGN AND MANUFACTURING.
With limited exceptions, products sold by the Company's various divisions are
manufactured to the designs and specifications (including fabric selections)
of designers employed by those divisions.
During fiscal 1999, approximately 9.3% of the Company's products (measured in
units) were produced in the United States, with the balance manufactured in
foreign countries. Facilities operated by the Company accounted for all of
its domestic-made products. A portion of all product lines manufactured by
the Company is produced domestically with the exception of shirts and vests.
Approximately 23.4% of the Company's foreign-made products were manufactured
by facilities owned by the Company in Mexico and the Dominican Republic, with
the remaining 76.6% manufactured by unaffiliated companies in the Far East,
Asia, South America, Central America, Mexico and the Dominican Republic.
The Company's foreign sourcing operations are subject to various risks of
doing business abroad, including currency fluctuations, quotas and other
regulations relating to imports, natural disasters and, in certain parts of
the world, political or economic instability. Although the Company's
operations have not been materially adversely affected by any of such factors
to date, any substantial disruption of its relationships with its foreign
suppliers could adversely affect its operations. Some of the Company's
imported merchandise is subject to United States Customs duties. In addition,
bilateral agreements between the major exporting countries and the United
States impose quotas which limit the amounts of certain categories of
merchandise that may be imported into the United States. Any material
increase in duty levels, material decrease in quota levels or material
decrease in available quota allocations could adversely affect the Company's
operations.
RAW MATERIALS.
Raw materials used in manufacturing operations consist mainly of fabrics made
from cotton, wool, synthetics and blends of synthetics with cotton and wool.
These fabrics are purchased principally from major textile producers located
in the United States. In addition, the Company purchases such items as
buttons, thread, zippers and trim from a large number of other suppliers. Ten
vendors supplied approximately 57% of the Company's fabric and trim
requirements during the fiscal year ended September 30, 1999. The Company has
no long-term contracts with any of its suppliers but does not anticipate
substantial shortages of raw materials in 2000.
TRADEMARKS.
The Company owns many federal trademark registrations and has several other
trademark applications pending in the United States Patent and Trademark
Office. The Company has also registered or applied for registration of a
number of trademarks for use on a variety of apparel items in various foreign
countries. The Company regards its trademarks and other proprietary rights as
valuable assets and believes that they have significant value in the
manufacturing and marketing of its products.
5
The Company seeks to capitalize on consumer recognition and acceptance of the
Haggar-Registered Trademark- brands by licensing, both domestically and
internationally, the use of these trademarks on a variety of products.
Typically, the licensee's agreement with the Company gives it the right to
produce, market and sell specified products in a particular country or region
under one or more of the Company's trademarks. For example, the Company has
granted exclusive domestic licenses to unaffiliated manufacturers for the
production and marketing of men's leather goods, neckwear, sweaters, hosiery,
dress shirts and outerwear under the Haggar-Registered Trademark- trademark.
SEASONALITY.
In recent history, the Company's sales have exhibited some seasonality with
higher sales and income in its second and fourth quarters, which is prior to
the selling season for spring and fall merchandise, respectively. (see Item
7, Management's Discussion and Analysis of Financial Condition and Results of
Operations - Seasonality).
BACKLOG.
A substantial portion of the Company's net sales is based on orders for
immediate delivery, or so-called "soft-planning orders," submitted by apparel
retailers (which do not constitute purchase commitments). An analysis of
backlog is not, therefore, necessarily indicative of future net sales.
Retailers' use of such soft-planning orders increases the difficulty of
forecasting demand for the Company's products.
EMPLOYEES.
The Company employs approximately 2,650 persons domestically and 1,600
persons in foreign countries. In 1999, approximately 2,600 employees were
engaged in manufacturing operations, and the remainder were employed in
executive, marketing, wholesale and retail sales, product design,
engineering, accounting, distribution and purchasing activities. None of its
domestic employees is covered by a collective bargaining agreement with any
union. While the Company is not a party to any collective bargaining
agreements covering its foreign employees, applicable labor laws may dictate
minimum wages, fringe benefit requirements and certain other obligations. The
Company believes that relations with its employees are good.
ENVIRONMENTAL REGULATIONS.
Current environmental regulations have not had and, in the opinion of the
Company, assuming the continuation of present conditions, will not have any
material effect on the business, capital expenditures, earnings or
competitive position of the Company.
FINANCIAL INSTRUMENT DERIVATIVES.
The Company does not utilize financial instrument derivatives.
6
ITEM 2. PROPERTIES
The Company's principal executive offices are located at 6113 Lemmon Avenue,
Dallas, Texas 75209. The general location, use, approximate size and
information with respect to the ownership or lease of the Company's principal
properties currently in use are set forth below:
Approximate Owned/ Lease
Location Use Square Footage Leased Expiration
---------------------------------------------------------------------------------------
Dallas, Texas Headquarters 443,000 Owned
Dallas, Texas Jerell Headquarters 121,000 Leased 2000
Dallas, Texas Jerell Warehouse &
Distribution 41,000 Leased 2001
Fort Worth, Texas Warehouse
& Distribution 660,000 Owned
Weslaco, Texas Fabric Cutting 115,000 Owned
Weslaco, Texas Warehouse 137,000 Owned
Edinburg, Texas Fabric Cutting &
Manufacturing 121,000 Owned
Leon, Mexico Manufacturing 39,000 Owned
La Romana, Dom. Rep. Manufacturing 41,000 Leased 2001
Higuey, Dom. Rep. Manufacturing 13,000 Leased 2011
Robstown (1) Excess Facility 68,000 Owned
Oklahoma City (1) Excess Facility 95,000 Leased 2001
Various (66 locations) (2) Retail Sales 203,000 Leased 2000 - 2004
(1) Properties were previously used by the Company as
manufacturing plants but are no longer utilized by the
Company. The Company is profitably subleasing the property in
Oklahoma City, Oklahoma, to the U.S. Postal Service and is in
the process of offering for sale, the Robstown facility.
(2) These properties are the Company's 63 retail stores located
in outlet malls throughout the United States and 3 outlet
stores that sell a combination of retail and second quality
products. The retail stores range in size from approximately
2,100 to 11,000 square feet.
All of the properties owned by the Company are free from material
encumbrances, except the Company's fabric cutting facility located at
Weslaco, Texas, which is subject to a lien securing an industrial revenue
bond financing in the amount of $2.6 million. The Company believes that its
existing facilities are well maintained, in good operating condition and
adequate for its present and anticipated levels of operations.
Future manufacturing needs are anticipated to be met through owned facilities
and through the use of outside contractors. The Company's Customer Service
Center ("CSC") in Fort Worth, Texas, is expected to meet the Company's
distribution requirements for the foreseeable future.
7
ITEM 3. LEGAL PROCEEDINGS
The Company has been named as a defendant in several legal actions arising
from its normal business activities, including actions brought by certain
terminated employees. Although the amount of any liability that could arise
with respect to these actions cannot be accurately predicted, the claims and
damages alleged, the progress of the litigation to date, and past experience
with similar litigation leads the Company to believe that any liability
resulting from these actions will not individually or collectively have a
material adverse effect on the financial condition of the Company.
On April 12, 1999, a jury returned an approximate $3.6 million verdict
against Haggar Clothing Co. and in favor of a former employee relating to
claims for wrongful discharge and common law tort. The Company believes the
verdict in this lawsuit was both legally and factually incorrect. The Company
presently intends to appeal the judgment. The Company does not believe that
the outcome of this verdict will have a material impact on its financial
statements.
The Company maintains general liability, workers' compensation, and employers
liability insurance. The Company intends to pass the costs associated with
lawsuits to its insurance carriers, under the applicable policies, if any,
subject to the deductible limits and other provisions and exclusions of those
policies.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
8
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded on the Nasdaq National Market System under
the symbol "HGGR." The following table sets forth, for the fiscal quarters
indicated, the high and low prices for the Common Stock as reported by the
Nasdaq National Market System and the dividends paid per common share.
1999 FISCAL QUARTER
-----------------------------------------------------------------------------------
1st 2nd 3rd 4th
-----------------------------------------------------------------------------------
High 14 3/8 12 3/16 13 1/2 14 1/2
Low 10 3/16 9 9/16 9 15/16 12 1/8
Dividend $0.05 $0.05 $0.05 $0.05
1998 FISCAL QUARTER
-----------------------------------------------------------------------------------
1st 2nd 3rd 4th
-----------------------------------------------------------------------------------
High 18 16 1/4 16 5/8 13 1/8
Low 13 1/4 12 1/8 12 1/2 10 3/16
Dividend $0.05 $0.05 $0.05 $0.05
As of December 1, 1999, the Company had approximately 180 stockholders of
record and approximately 3200 beneficial owners.
9
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial information below should be read in
conjunction with the consolidated financial statements of the Company and
notes thereto and "Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations." The selected consolidated financial
information for the five years ended September 30, 1999, is derived from
financial statements of the Company, which have been audited by Arthur
Andersen LLP, independent public accountants.
Year Ended September 30,
1999 1998 1997 1996 1995
--------- ---------- ---------- ---------- ----------
(1) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Net sales $ 434,358 $ 402,475 $ 406,030 $ 437,942 $ 448,532
Cost of goods sold 290,900 277,713 287,434 315,351 324,699
Restructuring charge (2) - - - 8,680 1,244
--------- ---------- ---------- ---------- ----------
Gross profit 143,458 124,762 118,596 113,911 122,589
Selling, general and administrative
expenses (3) (128,629) (112,296) (113,061) (113,037) (110,432)
Restructuring charge (2) - - - (5,320) -
Gain from storm damage (4) - - - 1,140 4,807
Royalty income 3,244 2,878 2,076 2,630 3,049
--------- ---------- ---------- ---------- ----------
Operating income (loss) 18,073 15,344 7 ,611 (676) 20,013
Other income, net 1,213 1,094 1,954 1,563 786
Interest expense (3,652) (3,452) (3,525) (4,293) (4,995)
--------- ---------- ---------- ---------- ----------
Income (loss) from operations before
provision (benefit) for income taxes 15,634 12,986 6,040 (3,406) 15,804
Provision (benefit) for income taxes 6,236 4,962 2,297 (986) 5,995
--------- ---------- ---------- ---------- ----------
Net income (loss) $ 9,398 $ 8,024 $ 3,743 $ (2,420) $ 9,809
========= ========== ========== ========== ==========
Net income (loss) per common share
on a diluted basis $ 1.26 $ 0. 94 $ 0.44 $ (0.28) $ 1.14
on a basic basis $ 1.26 $ 0. 94 $ 0.44 $ (0.28) $ 1.15
Cash dividends declared per common share $ 0.20 $ 0. 20 $ 0.20 $ 0.20 $ 0.20
Weighted average number of common shares
on a diluted basis 7,465 8,545 8,555 8,552 8,623
on a basic basis 7,437 8,530 8,551 8,552 8,549
BALANCE SHEET DATA (AT PERIOD END):
Working capital $ 92,784 $ 124,499 $ 126,554 $ 136,172 $ 178,849
Total assets 263,531 251,975 262,053 278,334 315,352
Long-term debt 21,374 24,937 31,800 42,112 78,585
Stockholders' equity 164,448 165,475 164,514 162,482 166,406
(1) In January 1999, the Company purchased Jerell, Inc., a company engaged in
the design and marketing of women's apparel.
(2) During fiscal year 1996, the Company decided to restructure its worldwide
manufacturing capacity, which resulted in a $14.0 million nonrecurring
charge. During fiscal year 1995, the Company elected to close certain
operating plants, which resulted in a $1.2 million nonrecurring charge.
(3) During fiscal year 1999, the Company recognized a gain of $4.4 million
related to insurance proceeds received in excess of losses incurred as a
result of the damage caused by Hurricane Georges in September 1998 at
two of the Company's leased manufacturing facilities.
(4) During fiscal year 1995, the Company recognized a gain from the recording
of an insurance claim, net of direct costs, arising out of damage to the
Company's main distribution center caused by a severe thunderstorm on
May 5, 1995. During fiscal 1996, the Company recognized an additional $1.1
million gain from storm damage as a result of collections of insurance
proceeds in excess of the fiscal 1995 recorded receivable.
10
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis of the consolidated results of operations
and financial condition of Haggar Corp. should be read in conjunction with the
accompanying consolidated financial statements and related notes contained in
"Item 8, Financial Statements and Supplementary Data" to provide additional
information concerning the Company's financial activities and condition.
RESULTS OF OPERATIONS.
The following table sets forth certain financial data expressed as a percentage
of net sales for each of the fiscal years ended September 30, 1999, 1998 and
1997.
Year Ended September 30,
1999 1998 1997
-------- -------- --------
Net sales 100.0 % 100.0 % 100.0 %
Cost of goods sold (67.0) (69.0) (70.8)
-------- -------- --------
Gross profit 33.0 31.0 29.2
Selling, general and
administrative expenses (29.6) (27.9) (27.8)
Royalty income 0.8 0.7 0.5
-------- -------- --------
Operating income 4.2 3.8 1.9
Other income, net 0.2 0.3 0.5
Interest expense (0.8) (0.9) (0.9)
-------- -------- --------
Income from operations before
provision for income taxes 3.6 3.2 1.5
Provision for taxes 1.4 1.2 0.6
-------- -------- --------
Net income 2.2 % 2.0 % 0.9 %
======== ======== ========
FISCAL 1999 COMPARED TO FISCAL 1998
Net sales increased 7.9% to $434.4 million in fiscal 1999 compared to net
sales of $402.5 million in fiscal year 1998. The increase in net sales during
fiscal 1999 is primarily attributable to the inclusion of Jerell's net sales
since the acquisition. Excluding the impact of Jerell, unit sales increased
1.9% and the average sales price decreased 2.7%. The 2.7% decrease in average
sales price is primarily attributable to certain inventory markdowns on
sportcoats and shirts.
Gross profit as a percent of net sales increased to 33.0% in 1999 compared to
31.0% in 1998. The increase in gross profit is primarily the result of
further shifts to offshore production, inventory management, SKU reductions
and new, innovative manufacturing techniques in cutting and marking. The
acquisition of Jerell did not have a significant impact on the Company's
gross profit as a percent of net sales.
Selling, general and administrative expenses as a percent of net sales
increased to 29.6% in fiscal 1999 compared to 27.9% in fiscal 1998. Actual
selling, general and administrative expenses increased to $128.6 million in
1999 from $112.3 million for 1998. The $16.3 million increase in selling,
general and administrative expenses during fiscal 1999 was primarily the
cumulative result of an increase of approximately $3.0 million in expenses
related to the opening and operations of 11 new retail stores, the start of
Haggar Japan operations during fiscal 1999 of $1.2 million, severance costs
of $1.7 million resulting from a reduction of 42 people from the Company's
sales force and corporate personnel, the inclusion of Jerell expenses since
the acquisition of $12.2 million, and an increase in legal expenses for
fiscal 1999. These increases were offset by a decrease of approximately $1.3
million in shipping and labor costs resulting from increased efficiencies at
the CSC and a $4.4 million gain related to insurance recoveries resulting
from the Hurricane Georges damage in fiscal 1998.
11
Royalty income increased to $3.2 million in fiscal 1999 compared to $2.9
million in 1998. The increase relates primarily to stronger sales of dress
shirts by a domestic licensee and sales by our international licensee in
Mexico.
Other income, net remained relatively flat at $1.2 million in fiscal 1999
compared to $1.1 million in fiscal 1998.
FISCAL 1998 COMPARED TO FISCAL 1997
Net sales decreased 0.9% to $402.5 million in fiscal 1998 compared to net
sales of $406.0 million in fiscal year 1997. The decrease in net sales during
fiscal 1998 reflects a 1.2% decrease in unit sales and 0.2% decrease in
average sales price. Net sales for 1998 decreased from the 1997 level mainly
due to soft sales at retail resulting from a consolidating retail environment
as well as a reduction in the sales of sportcoats and suits.
Gross profit as a percent of net sales increased to 31.0% in 1998 compared to
29.2% in 1997. The increase in gross profit is primarily the result of an
improved manufacturing mix between products manufactured domestically and
products manufactured internationally and fewer markdowns to inventory.
Selling, general and administrative expenses as a percent of net sales
remained relatively stable at 27.9% in fiscal 1998 compared to 27.8% in
fiscal 1997. Selling, general and administrative expenses decreased to $112.3
million in 1998 from $113.1 million for 1997. The $0.8 million decrease in
selling, general and administrative expenses during fiscal 1998 was primarily
the cumulative result of (i) an increase of approximately $3.9 million in
expenses related to the opening and operations of 11 new retail stores during
fiscal 1998 and a full year of operations for 13 stores opened in fiscal
1997, (ii) a decrease of approximately $3.7 million in shipping and labor
costs resulting from increased efficiencies at the CSC and (iii) decreased
selling expenses of $1.0 million due to the decrease in net sales.
Royalty income increased to $2.9 million in fiscal 1998 compared to $2.1
million in 1997. The increase relates primarily to stronger sales of shirts
and leather goods by domestic licensees, as well as stronger sales by our
international licensees in Mexico and Canada.
Other income, net decreased to $1.1 million in fiscal 1998 from $2.0 million
in fiscal in 1997, primarily as the result of a $1.0 million gain recorded in
1997 from the dissolution of the Company's joint venture in the United
Kingdom with Coats Viyella Plc.
INCOME TAXES.
The Company's income tax provision, as a percent of income from operations
before income tax, was 39.9% in fiscal 1999. Comparatively, the Company's
income tax provision, as a percent of income from operations before income
tax, was 38.2% and 38.0% in fiscal 1998 and 1997, respectively. The increase
as a percent of income from operations before income tax in fiscal 1999 is
due to the nondeductibility of goodwill amortization related to the Jerell
acquisition. For fiscal 1999, 1998 and 1997, the effective income tax rates
differed from the statutory rates because of state income taxes, tax credits
utilized and certain permanent tax differences including non-deductible
goodwill.
12
SEASONALITY.
The Company's sales has exhibited some seasonality with higher sales and
income in the second and fourth quarters, which are prior to and during the
selling seasons for spring and fall merchandise, respectively, which reflect
the buying patterns of the Company's customers. The following table presents
certain data for each of the Company's last twelve fiscal quarters. The
quarterly data is unaudited but gives effect to all adjustments (consisting
of normal recurring adjustments) necessary, in the opinion of management of
the Company, to present fairly the data for such periods (in thousands,
except per share data).
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(1), (2) (2) (2)
Net sales 1999 $ 84,795 $ 120,263 $ 107,215 $ 122,085
1998 102,471 94,683 90,192 115,129
1997 104,157 98,608 87,996 115,269
Gross profit 1999 $ 29,656 $ 37,732 $ 35,269 $ 40,801
1998 30,913 29,414 28,615 35,820
1997 30,738 28,424 24,504 34,930
Selling general and administrative expenses (3) 1999 $ 28,773 $ 34,815 $ 32,339 $ 32,702
1998 28,931 27,258 26,687 29,420
1997 27,797 28,485 27,550 29,229
Income (loss) before income taxes 1999 $ 807 $ 3,208 $ 2,871 $ 8,748
1998 1,838 1,917 1,996 7,235
1997 2,295 746 (3,213) 6,212
Net income (loss) 1999 $ 494 $ 1,895 $ 1,825 $ 5,184
1998 1,130 1,175 1,231 4,488
1997 1,383 440 (1,926) 3,846
Net income (loss) per common share and 1999 $ 0.06 $ 0.25 $ 0.25 $ 0.70
common share equivalent 1998 0.13 0.14 0.14 0.53
on a basic and diluted basis 1997 0.16 0.06 (0.23) 0.45
(1) In the second quarter of fiscal 1997, the Company had decreased
sales due to product conversions and to shipment delays as a
result of problems encountered during the implementation of an
upgraded customer service, order processing and billing software
system.
(2) In the second quarter of fiscal 1999, the Company acquired
Jerell, Inc., a company engaged in designing and marketing
women's apparel. The Company's consolidated financial statements
have incorporated Jerell's operating results from the effective
date of the acquisition.
(3) During fiscal year 1999, the company recognized a gain of $4.4
million related to insurance proceeds received in excess of
losses incurred as a result of the damage caused by Hurricane
Georges in September 1998 at two of the company's leased
manufacturing facilities. Of the $4.4 million gain, $2.0 million
was recorded in the third quarter and $2.4 million was
recorded in the fourth quarter of 1999.
13
LIQUIDITY AND CAPITAL RESOURCES.
The Company's trade accounts receivable potentially expose the Company to
concentrations of credit risk as all of its customers are in the retail
apparel industry. The Company performs ongoing credit evaluations of its
customers' financial conditions and establishes an allowance for doubtful
accounts based upon factors related to the credit risk of specific customers,
historical trends and other information. In addition, the Company has a
factoring agreement with Bank of America for the purposes of providing credit
administration for Jerell's trade accounts receivable. Under the factoring
agreement, Bank of America purchases substantially all of Jerell's trade
accounts receivable without recourse.
Inventories at the end of fiscal 1999 decreased to $86.0 million from $92.2
million at the end of fiscal 1998, even with the purchase of Jerell in January
1999. The reduction in inventory levels reflects the Company's ongoing efforts
to manage inventory through enhanced forecasting systems and a state of the art
distribution center capable of effectively monitoring inventory.
The Company's external financing needs are met through an unsecured revolving
credit facility (the "Facility") with certain banks. The Facility provides the
Company with a $100.0 million line of credit. The amount available under the
Facility is limited to the lesser of $100.0 million minus any letter of credit
exposure or the borrowing base as defined in the Facility. During fiscal 1999,
the Company amended the Facility to extend the expiration date to June 30, 2002.
As of September 30, 1999, the Company had no outstanding balance under the
Facility and had a borrowing capacity of $90.0 million.
As of September 30, 1998, the Company's UK subsidiary, Haggar Apparel, Ltd.,
maintained a $4.2 million line of credit with a bank in the United Kingdom to
fund its operating activities. This line of credit was paid and closed in the
second quarter of fiscal 1999.
In 1995, the Company completed the sale and issuance of $25.0 million in senior
notes. The proceeds from the notes were used to partially fund the construction
of the Company's new CSC. Significant terms of the senior notes include a
maturity date of ten years from the date of issuance, interest payable
semi-annually and annual principal payments beginning in the fourth year. The
interest rate on the senior notes is fixed at 8.49%. The terms and conditions of
the note purchase agreement governing the senior notes include restriction on
the sale of assets, limitations on additional indebtedness and the maintenance
of certain net worth requirements.
The Company provided cash from operating activities for the fiscal year ended
September 30, 1999, of $52.9 million (net of effects from the purchase of
Jerell, Inc.). The cash provided is primarily a result of the reduction in
inventory of $15.5 million, the reduction of accounts receivable and due from
factor of $5.8 million, and an increase in accounts payable and accrued
liabilities of $11.6 million. The Company used cash in investing activities of
$49.0 million during fiscal 1999, the result of purchases of property, plant,
and equipment of $10.4 million primarily in conjunction with the opening of
retail stores during the fiscal year and the acquisition of Jerell, Inc. for
$39.3 million. Cash flows used in financing activities of $17.7 million for the
1999 fiscal year were primarily the result of a net reduction in long-term debt
of $3.8 million, the $3.5 million payment of short-term borrowings for the UK
subsidiary and the purchase of $9.0 million in treasury stock.
By comparison, the Company provided cash from operating activities of $37.0
million for the fiscal year ended September 30, 1998, primarily as a result of
the reduction in inventory of $13.0 million and accounts receivables by $7.4
million. The Company used cash in investing activities of $9.6 million during
fiscal 1998, the result of purchases of property, plant, and equipment of $10.2
million primarily in conjunction with the opening of retail stores during the
fiscal year. Cash flows used in financing activities of $9.3 million for the
1998 fiscal year were primarily the result of a net reduction in long-term debt
of $3.3 million and the purchase of $5.6 million in treasury stock.
The Company believes that the cash flow generated from operations and the funds
available under the foregoing credit facilities will be adequate to meet its
working capital and related financing needs for the foreseeable future.
Inflation did not materially impact the Company in 1999, 1998, or 1997.
14
NEW ACCOUNTING STANDARDS.
The Company adopted the provisions of SFAS No. 131, "Disclosures about Segments
of An Enterprise and Related Information," in fiscal 1999. SFAS No. 131 requires
the Company to disclose certain information about segments whose operating
results are regularly reviewed by the Company's chief operating decision maker
and for which discrete financial information is available. Certain qualitative
and quantitative aggregation criteria are used to determine which segments
should be reported. In fiscal 1999, the Company had no additional disclosure
requirements under the provisions of SFAS No. 131.
In 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," was issued to establish accounting and reporting standards for
derivative instruments and hedging activities. The Company does not utilize
derivative instruments nor does it perform hedging activities as defined in the
new pronouncement. The Company will adopt this new accounting standard in fiscal
2001. Had the Company adopted SFAS No. 133 this year, there would have been no
material affect to the financial statements for the years ended September 30,
1999, 1998, and 1997.
Year 2000.
GENERAL. The Year 2000 issue concerns the inability of some computerized systems
to properly process date-sensitive information on and after January 1, 2000,
because of the use of only the last two digits to identify a year. The Company
has a full-time project manager coordinating the assessment and remediation of
Year 2000 issues affecting the Company. The project manager and team leaders
from various areas within the Company implemented the remediation necessary to
prepare the Company for the Year 2000. The Year 2000 steering committee,
composed of members from various functional groups, provided oversight by
reviewing and evaluating the progress of the Year 2000 program.
The Company believes that all of its core operations and essential functions are
ready for the Year 2000 transition.
STATE OF READINESS. The Company's Year 2000 program classified all of its
computerized systems into the following categories:
BUSINESS SYSTEMS: This category consists of computer programs that
run the Company's primary business functions (e.g., manufacturing,
order processing, inventory control and accounting).
HARDWARE/PC SOFTWARE: This category consists of all computer
hardware and operating systems (including networking,
telecommunications and other PC-based software applications).
ENGINEERING SYSTEMS: This category consists of manufacturing,
distribution and laboratory equipment (including sewing equipment,
cutters, conveyors and scanners) that control the manufacturing
process.
FACILITIES SYSTEMS: This category consists of systems that support
the physical infrastructure of the Company's facilities (including
forklifts, ovens, boilers, HVAC and security systems).
In order to establish priorities for assessment and remediation of Year 2000
issues, each of the systems within these categories was further classified as
follows:
CRITICAL: These are systems without which the Company's business
would be severely adversely affected (e.g., manufacturing,
distribution and retail point of sale).
PRIORITY: These are systems that the Company could do without for
only a few days without materially adversely affecting operations
(e.g., telecommunications and energy management).
15
REQUIRED: These are systems needed to remain competitive or in
compliance with regulatory requirements (e.g., voice mail and
executive information systems).
DESIRABLE: These systems enable employees to work more efficiently
(e.g., pagers, fax machines and postage meters).
As of November 30, 1999, the Company had completed the assessment, remediation
and testing of all of its computerized systems. The Company believes that all
such systems are now Year 2000 compliant.
CUSTOMERS AND VENDORS. In addition to its internal Year 2000 compliance program,
the Company requested information from a majority of its customers and vendors
concerning their Year 2000 compliance. Responses have been received from most
key customers indicating that they do not presently anticipate any significant
Year 2000 problems. The Company received responses from most of its key vendors
indicating that they do not presently anticipate any significant Year 2000
problems. The Company intends to continue to communicate with its key customers
and vendors as more information becomes available in order to further evaluate
potential risks to the Company's business operations.
COSTS TO ADDRESS YEAR 2000 ISSUES. The Company executed its Year 2000 program
primarily with existing internal resources. The principal costs associated with
these internal resources were payroll and employee benefits of the information
systems group. The Company did not separately track the internal costs
attributable to the Year 2000 program.
The Company also incurred costs for contract programmers and systems upgrades in
connection with its Year 2000 program. As a result of Year 2000 issues, the
Company elected to upgrade its accounting, order processing, manufacturing, and
electronic data interchange software; retail store systems; distribution
conveyor systems; and most PC hardware and software systems. No other
significant projects were accelerated or deferred due to Year 2000 issues. The
costs of these programmers and upgrades were not material to the results of
operations or the financial condition of the Company. All costs of Year 2000
compliance were recorded in the period incurred.
RISKS OF YEAR 2000 ISSUES. Although the Company believes that it has adequately
addressed the Year 2000 issue, there can be no assurance that Year 2000 problems
will not have a material adverse affect on its business, financial condition or
results of operations. In addition, disruptions in the economy generally
resulting from Year 2000 failures or the public's perceptions of failures could
have a material adverse effect on the Company.
CONTINGENCY PLANS. The Company has developed contingency plans for potential
risks such as interruptions in supply chain, transportation delays and
communications breakdowns with foreign vendors. The Company generated risk
analysis reports from the testing of systems and the responses received from
customers and vendors. The reports were divided between internal and external
risks.
The internal risks relate to the Company's systems and facilities. The Company
conducted extensive testing to assure the Company that date changes will not
affect its systems before, during or after January 1, 2000. Although the Company
does not anticipate any problems with its systems, there will be increased MIS
staff coverage from December 30, 1999, to January 15, 2000, and longer, if
necessary. In addition, facilities staff will be on site during the January 1
weekend to confirm that building and mechanical systems are operating as
expected.
The external risk categories covered in the reports are customers, importers,
piece goods and trim suppliers, manufacturing contractors, licensees,
transportation and utility vendors. The Company's senior managers used risk
analysis reports to develop contingency plans where necessary. A summary of the
plans follows:
CUSTOMERS: All of the Company's major customers have indicated that
they will be ready for the Year 2000. Year 2000 testing has confirmed
that the Company can accept orders into the year 2000 in the formats
used by all EDI trading partners. As a result, the Company has not
developed a contingency plan related to customers.
16
IMPORTERS: The majority of the Company's importers have indicated that
they will be ready for the Year 2000. A review of the Company's normal
processes indicates no need for a contingency plan.
PIECE GOODS AND TRIM SUPPLIERS: The majority of the Company's key
suppliers have indicated that they will be ready for the Year 2000. A
review of the Company's normal processes indicates no need for a
contingency plan.
MANUFACTURING CONTRACTORS: All of the contractors have replied that
they will be ready for the Year 2000. Ordinarily the Company's plants
are closed at the end of December for the holidays; however,
arrangements have been made to work throughout December.
LICENSEES: All of the Company's licensees that replied indicated that
they will be ready for the Year 2000. Those that have not replied
either have immaterial volumes or are close enough geographically that
the Company could supply the licensee's customers if necessary.
TRANSPORTATION: 90% of the Company's freight is handled by carriers
that have advised the Company that they are or will be compliant before
December 31, 1999. Plans have been made regarding alternative shipping
for customers that request a specific carrier if that carrier is unable
to transport a shipment when needed.
UTILITIES: The utility companies for the Company's U.S. facilities have
responded that they will be ready, although they will not guarantee
100% compliance. The fuel storage tanks at both of the Dominican
Republic plants and the Company-owned Mexico plant will be filled
before December 20, 1999. The Company has developed a detailed back-up
plan for handling activities normally accomplished by data transmission
in case there is a disruption in international telecommunications
service.
FORWARD LOOKING STATEMENTS.
This report contains certain forward-looking statements. In addition, from time
to time the Company may issue press releases and other written communications,
and representatives of the Company may make oral statements, which contain
forward-looking information. Except for historical information, matters
discussed in such oral and written communications are forward-looking statements
that involve risks and uncertainties which could cause actual results to differ
materially from those in such forward-looking statements.
Risks and uncertainties inherent to the Company's line of business include such
factors as natural disasters, general economic conditions, the performance of
the retail sector in general and the apparel industry in particular, the
competitive environment, consumer acceptance of new products and the success of
advertising, marketing and promotional campaigns. Additional risks and
uncertainties which could cause the Company's actual results to differ from
those contained in any forward-looking statements are discussed elsewhere
herein.
SUBSEQUENT EVENTS (UNAUDITED).
The Board of Directors has authorized the Company to repurchase up to three
million shares of the Company's common stock (the Stock Repurchase Plan).
Subsequent to September 30, 1999, the Company purchased an additional 212,000
shares for approximately $2.6 million, increasing the total number of shares
purchased by the Company pursuant to the Stock Repurchase Plan to 1,594,351
shares.
Subsequent to September 30, 1999, the Board of Directors authorized an
increase in the number of shares available for issuance under the long-term
incentive stock option plan from 1,400,000 shares to 1,750,000 shares.
17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Report of Independent Public Accountants, Financial Statements and Notes to
Financial Statements follow.
18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Haggar Corp.:
We have audited the accompanying consolidated balance sheets of Haggar Corp. (a
Nevada corporation) and subsidiaries as of September 30, 1999 and 1998, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended September 30, 1999. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Haggar Corp. and subsidiaries
as of September 30, 1999 and 1998, and the results of their operations and their
cash flows for each of the three years in the period ended September 30, 1999,
in conformity with generally accepted accounting principles.
Arthur Andersen LLP
Dallas, Texas,
October 29, 1999
19
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED SEPTEMBER 30,
------------------------------------
1999 1998 1997
--------- --------- ---------
Net sales $ 434,358 $ 402,475 $ 406,030
Cost of goods sold 290,900 277,713 287,434
--------- --------- ---------
Gross profit 143,458 124,762 118,596
Selling, general and administrative expenses (128,629) (112,296) (113,061)
Royalty income 3,244 2,878 2,076
--------- --------- ---------
Operating income 18,073 15,344 7,611
Other income, net 1,213 1,094 1,954
Interest expense (3,652) (3,452) (3,525)
--------- --------- ---------
Income from operations before provision
for income taxes 15,634 12,986 6,040
Provision for income taxes 6,236 4,962 2,297
--------- --------- ---------
Net income $ 9,398 $ 8,024 $ 3,743
========= ========= =========
Net income per share on a basic
and diluted basis $ 1.26 $ 0.94 $ 0.44
========= ========= =========
Weighted average number of common shares
outstanding - Basic 7,437 8,530 8,551
Weighted average number of common shares
and common share-equivalents outstanding - Diluted 7,465 8,545 8,555
The accompanying notes are an integral part of
these consolidated financial statements.
20
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
September 30,
------------------------
1999 1998
---------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 6,380 $ 20,280
Accounts receivable, net 59,488 63,613
Due from factor 4,034 -
Inventories 85,985 92,244
Deferred tax benefit 12,100 7,623
Other current assets 1,639 1,557
---------- ----------
Total current assets 169,626 185,317
Property, plant, and equipment, net 61,897 64,424
Goodwill, net 28,751 -
Other assets 3,257 2,234
---------- ----------
Total assets $ 263,531 $ 251,975
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 33,030 $ 22,995
Accrued liabilities 27,954 19,554
Accrued wages and other
employee compensation 7,014 6,398
Accrued workers' compensation 4,775 4,564
Short-term borrowings - 3,453
Current portion of long-term debt 4,069 3,854
---------- ----------
Total current liabilities 76,842 60,818
Deferred income taxes 867 745
Long-term debt 21,374 24,937
---------- ----------
Total liabilities 99,083 86,500
Commitments and contingencies
Stockholders' equity:
Common stock - par value $0.10 per share; 25,000,000
shares authorized and 8,576,998 shares issued
at September 30, 1999 and 1998 857 857
Additional paid-in capital 41,860 41,860
Retained earnings 136,267 128,329
---------- ----------
178,984 171,046
Less - Treasury stock, 1,391,605 and 525,254 shares at
cost at September 30, 1999 and 1998, respectively (14,536) (5,571)
---------- ----------
Total stockholders' equity 164,448 165,475
---------- ----------
Total liabilities and stockholders' equity $ 263,531 $ 251,975
========== ==========
The accompanying notes are an integral part of
these consolidated financial statements.
21
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
Common Stock
--------------- Additional Total
$0.10 Par Value Paid-In Retained Treasury Stockholders'
Shares $ Capital Earnings Stock Equity
--------------- ---- ---------- -------- --------- -------------
BALANCE,
September 30, 1996 8,560,636 $856 $41,641 $119,986 $ (1) $162,482
Common stock
dividends declared
($0.20 per share) -- -- -- (1,711) -- (1,711)
Net income -- -- -- 3,743 -- 3,743
--------- ---- ------- -------- -------- --------
BALANCE,
September 30, 1997 8,560,636 856 41,641 122,018 (1) 164,514
Common stock
Issuance 16,362 1 219 -- -- 220
Common stock
dividends declared
($0.20 per share) -- -- -- (1,713) -- (1,713)
Purchase of Treasury
Stock -- -- -- -- (5,570) (5,570)
Net income -- -- -- 8,024 -- 8,024
--------- ---- ------- -------- -------- --------
BALANCE,
September 30, 1998 8,576,998 857 41,860 128,329 (5,571) 165,475
Common stock
dividends declared
($0.20 per share) -- -- -- (1,460) -- (1,460)
Purchase of Treasury
Stock -- -- -- -- (8,965) (8,965)
Net income -- -- -- 9,398 -- 9,398
--------- ---- ------- -------- -------- --------
BALANCE,
September 30, 1999 8,576,998 $857 $41,860 $136,267 $(14,536) $164,448
========= ==== ======= ======== ======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
22
HAGGAR CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Year Ended September 30,
------------------------------------
1999 1998 1997
--------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 9,398 $ 8,024 $ 3,743
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 14,110 12,857 11,447
Gain on disposal of property, plant, and equipment (577) (205) (480)
Changes in assets and liabilities, net of effects
from the purchase of Jerell, Inc.:
Accounts receivable, net 4,020 7,356 3,587
Due from factor 1,796 -- --
Inventories, net 15,463 12,998 11,114
Current deferred tax benefit (4,174) 2,450 2,337
Other current assets 288 2,276 (187)
Accounts payable 5,847 (8,876) 3,883
Accrued liabilities 5,743 (3,193) (11,115)
Accrued wages and other employee compensation 616 2,917 34
Accrued workers' compensation expense 211 (384) (947)
Deferred long-term income tax liability 122 745 --
--------- -------- --------
Net cash provided by operating activities 52,863 36,965 23,416
--------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant, and equipment, net (10,376) (10,179) (14,989)
Purchase of Jerell, Inc. (39,317) -- --
Proceeds from sale of property, plant, and equipment, net 1,653 1,861 1,085
(Increase) decrease in other assets (1,009) (1,232) 1,599
--------- -------- --------
Net cash used in investing activities (49,049) (9,550) (12,305)
--------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds (payments) from short-term borrowings (3,453) 1,091 295
Purchases of treasury stock at cost (8,965) (5,570) --
Proceeds from issuance of long-term debt 114,000 18,000 61,000
Proceeds from issuance of common stock -- 220 --
Payments on long-term debt (117,836) (21,339) (71,463)
Payments of cash dividends (1,460) (1,713) (1,711)
--------- -------- --------
Net cash used in financing activities (17,714) (9,311) (11,879)
--------- -------- --------
Increase (decrease) in cash and cash equivalents (13,900) 18,104 (768)
Cash and cash equivalents, beginning of period 20,280 2,176 2,944
--------- -------- --------
Cash and cash equivalents, end of period $ 6,380 $ 20,280 $ 2,176
========= ======== =========
Supplemental disclosure of cash flow information
Cash paid (received) for:
Income taxes, net $ 8,708 $ (2,221) $ (589)
Interest, net of amounts capitalized $ 3,866 $ 3,554 $ 3,806
The accompanying notes are an integral part of
these consolidated financial statements.
23
HAGGAR CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999, 1998 AND 1997
1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
Haggar Corp. and subsidiaries (the "Company") design, manufacture, import, and
market men's apparel products including pants, shorts, suits, sportcoats,
shirts, and women's sportswear and dresses. The Company's products are sold to
retail stores throughout the United States including major department stores,
specialty stores and mass market retailers. The Company offers its premium men's
apparel products under the Haggar-Registered Trademark- brand name, and also
offers a more moderately priced line of products through its mass-market
retailer division, The Horizon Group. In addition, the Company offers retailers
quality products bearing the retailer's own label. The Company's Jerell
subsidiary that was acquired on January 13, 1999, offers women's apparel under
various brand names such as Stonebridge-Registered Trademark-, Stephanie
Thomas-Registered Trademark-, Selena-Registered Trademark-, Ali Miles-Registered
Trademark- and others. The Company's Haggar Direct, Inc. subsidiary was formed
in 1995 for the purpose of developing and operating retail stores located in
retail outlet malls throughout the United States. The Company's foreign
operations are conducted through Haggar Apparel, Ltd., Haggar Canada Co., Haggar
Japan Co., Ltd., which markets the Company's branded products in Europe, Canada
and Japan, respectively. Additionally, the Company derives royalty income from
the use of its trademarks by manufacturers of various products that the Company
does not produce. The Company is headquartered in Dallas, Texas, with
manufacturing facilities in Texas, Mexico, and the Dominican Republic.
The consolidated financial statements include the accounts of Haggar Corp.,
Haggar Clothing Co. ("Clothing Co."), which is the main operating subsidiary,
Haggar Direct, Inc., Haggar Apparel, Ltd., Jerell, Inc., Haggar Japan Co., Ltd.,
Haggar Canada Co. and all other subsidiaries of Clothing Co. All significant
intercompany transactions and balances have been eliminated in consolidation.
The accompanying consolidated financial statements reflect the application of
certain accounting policies as described below and in the remaining notes.
PRIOR YEAR RECLASSIFICATION
Certain items in the prior year presentation have been reclassified to reflect
the current year presentation.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all highly
liquid investments with original maturities of three months or less to be cash
equivalents.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Accounts receivable are net of allowances for doubtful accounts of $1,736,000
and $906,000 at September 30, 1999 and 1998, respectively.
CONCENTRATIONS OF CREDIT RISK
Financial instruments which potentially expose the Company to concentrations of
credit risk, as defined by Statement of Financial Accounting Standards (SFAS)
No. 105, "Disclosure of Information about Financial Instruments with Off-Balance
Sheet Risk and Financial Instruments with Concentrations of Credit Risk,"
consist primarily of trade accounts receivable. The Company's customers are not
concentrated in any specific geographic region but are concentrated in the
apparel industry. One customer accounted for 24.8%, 27.9% and 27.3% of the
Company's net sales during the years ended September 30, 1999, 1998 and 1997,
respectively. The next largest customer accounted for 11.2%, 10.4% and 7.1% of
the Company's net sales during 1999, 1998 and 1997, respectively. No other
customer accounted for more than 10% of consolidated revenues. The loss of the
business
24
of one or more of the Company's larger customers could have a material
adverse effect on the Company's results of operations. The Company performs
ongoing credit evaluations of its customers' financial condition. The Company
establishes an allowance for doubtful accounts based upon factors surrounding
the credit risk of specific customers, historical trends, and other
information.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market and
consisted of the following at September 30, 1999 and 1998 (in thousands):
1999 1998
---------- ----------
Piece goods $ 10,001 $ 9,438
Trimming and supplies 2,651 2,669
Work-in-process 17,443 11,390
Finished garments 55,890 68,747
---------- ----------
$ 85,985 $ 92,244
========== ==========
Work-in-process and finished garments inventories consisted of materials, labor
and manufacturing overhead.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment, stated at cost, consisted of the following at
September 30, 1999 and 1998 (in thousands):
1999 1998
---------- ----------
Land $ 3,060 $ 2,923
Buildings 29,104 28,855
Furniture, fixtures and equipment 85,871 77,504
Leasehold improvements 22,674 19,504
Construction in progress 3,952 2,154
---------- ----------
Total 144,661 130,940
Less: Accumulated depreciation
and amortization (82,764) (66,516)
---------- ----------
Net property, plant, and equipment $ 61,897 $ 64,424
========== ==========
DEPRECIATION AND AMORTIZATION
The Company provides for depreciation and amortization using accelerated and
straight-line methods by charges to operations in amounts that allocate the cost
of the assets over their estimated useful lives, which are shown below:
Estimated
Asset Classification Useful Life
-------------------- -----------
Buildings 15-40
Furniture, fixtures, and equipment 3-7
Leasehold improvements Life of Lease
FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards (SFAS) No. 107, "Disclosure about
Fair Value of Financial Instruments," requires the disclosure of the fair market
value of off- and on-balance sheet financial instruments. The carrying value of
all financial instruments, including long-term debt and cash and temporary cash
investments, approximates their fair value at year-end.
25
REVENUE RECOGNITION
Revenue is recognized upon product shipment to customers.
ADVERTISING
Production costs of commercials and programming are charged to operations in
the year first aired. The costs of other advertising, promotion and marketing
programs are charged to operations in the year incurred. For fiscal years
1999, 1998, and 1997, total advertising expense was $23.0 million, $23.1
million and $22.9 million, respectively.
OTHER INCOME
Other income consisted of the following for the years ended September 30,
1999, 1998 and 1997 (in thousands):
1999 1998 1997
--------- --------- ---------
Gain on sale of assets, net $ 577 $ 205 $ 480
Interest income 228 495 218
Dissolution of Haggar UK joint venture - - 1,050
Other 408 394 206
--------- --------- ---------
Total other income, net $ 1,213 $ 1,094 $ 1,954
========= ========= =========
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NEW ACCOUNTING STANDARDS
The Company adopted the provisions of SFAS No. 131, "Disclosures about
Segments of An Enterprise and Related Information," in fiscal 1999. SFAS No.
131 requires the Company to disclose certain information about segments whose
operating results are regularly reviewed by the Company's chief operating
decision maker and for which discrete financial information is available.
Certain qualitative and quantitative aggregation criteria are used to
determine which segments should be reported. In fiscal 1999, the Company had
no additional disclosure requirements under the provisions of SFAS No. 131.
In 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued to establish accounting and reporting standards for
derivative instruments and hedging activities. The Company does not utilize
derivative instruments nor does it perform hedging activities as defined in
the new pronouncement. The Company will adopt this new accounting standard in
fiscal 2001. Had the Company adopted SFAS No. 133 this year, there would have
been no material affect to the financial statements for the years ended
September 30, 1999, 1998, and 1997.
26
2. ACQUISITION
On January 13, 1999, the Company, through its main operating subsidiary Haggar
Clothing Co., acquired Jerell, Inc., a company engaged in the design and
marketing of women's apparel, for an aggregate acquisition cost of $43.6
million. The acquisition cost consists of $36.9 million paid to the
shareholders of Jerell, $0.4 million as consideration for a covenant not to
compete to an executive officer, $4.7 million paid to a third party factor,
and $1.6 million in expenses attributable to the acquisition. In conjunction
with the acquisition, the Company received payments of notes receivable due
from former stockholders of Jerell, Inc. of $2.8 million and payments of $.07
million from former stockholders of Jerell, Inc. for tax withholdings,
resulting in a net acquisition cost of $40.1 million. The acquisition was
accounted for under the purchase method. Based on current estimates, which
may be revised at a later date, the excess consideration paid over the
estimated fair value of net assets acquired of approximately $29.8 million
was recorded as goodwill and is being amortized on a straight-line basis over
its estimated useful life of 20 years. The Company's consolidated financial
statements have incorporated Jerell's operating results from the effective
date of the acquisition. The following unaudited pro forma financial
information combines the results of operations of the Company and Jerell,
Inc. as if the acquisition had taken place at the beginning of fiscal 1998.
These results are not intended to be a projection of future results.
TWELVE MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) SEPTEMBER 30,
--------- ---------
1999 1998
--------- ---------
Net sales $ 448,542 $ 468,277
Net income 8,828 8,229
Net Income per share - Basic and Diluted $ 1.18 $ 0.96
In conjunction with the acquisition, liabilities were assumed as follows (in
thousands):
Fair value of assets acquired $ 46,665
Net cash paid for Jerell, Inc. 39,317
--------
Liabilities assumed $ 7,348
========
3. NET INCOME PER COMMON SHARE AND COMMON SHARE EQUIVALENT
Basic earnings per share excludes dilution and is computed by dividing net
income by the weighted-average number of common shares outstanding for the
period. Diluted earnings per share is computed by dividing net income by the
sum of the weighted-average number of common shares outstanding for the
period and the number of equivalent shares assumed outstanding under the
Company's stock-based compensation plans.
Options held by employees to purchase 826,865 common shares at prices ranging
from $12.13 to $23.00 were not dilutive and were outstanding for the twelve
months ended September 30, 1999. Options held by employees to purchase
214,999 common shares at prices ranging from $15.00 to $23.00 were not
dilutive and were outstanding for the twelve months ended September 30, 1998.
There were 243,999 options held by employees to purchase common shares at
prices ranging from $16.50 to $37.88 that were not dilutive and were
outstanding for the twelve months ended September 30, 1997. These shares for
the aforementioned periods were not included in the diluted
27
earnings per share calculation because the options' exercise prices were
greater than the average market price of the common shares. Diluted earnings
per share were calculated as follows (in thousands, except per share data):
TWELVE MONTHS ENDED
SEPTEMBER 30,
----------------------------------------
1999 1998 1997
--------- --------- ---------
Net income to common stockholders $ 9,398 $ 8,024 $ 3,743
Weighted average common shares outstanding 7,437 8,530 8,551
Share equivalents, due to stock options 28 15 4
--------- --------- ---------
7,465 8,545 8,555
========= ========= =========
Net Income per share - Diluted $ 1.26 $ 0.94 $ 0.44
========= ========= =========
4. DUE FROM FACTOR
The Company has a factoring agreement with Bank of America for the purposes
of providing credit administration for the Company. Under the terms of the
factoring agreement, Bank of America purchases substantially all of Jerell's
specialty store accounts receivable without recourse.
28
5. INCOME TAXES
The components of the provision for income taxes are as follows for the years
ended September 30, 1999, 1998 and 1997 (in thousands):
1999 1998 1997
--------- --------- ---------
Current federal income tax $ 8,611 $ 2,648 $ (116)
Deferred federal income tax (2,922) 1,905 2,366
State income tax 547 409 47
---------- --------- ---------
Provision for income taxes $ 6,236 $ 4,962 $ 2,297
========== ========= =========
Temporary differences and carryforwards, which give rise to a significant
portion of net deferred income tax, are as follows (in thousands):
1999 1998
------------- -------------
Deferred income tax assets:
Workers' compensation accrual $ 1,676 $ 1,597
Inventory cost capitalization
and valuation 4,546 4,856
Allowances for
accounts receivable 1,005 317
Health and life insurance accrual 638 354
Reserve for reorganization 280 759
Accrued wages and other employee
compensation 1,064 773
Other 3,219 212
------------- -------------
12,428 8,868
Less - Valuation allowance (291) (250)
------------- -------------
12,137 8,618
Deferred income tax liability:
Property, plant, and equipment, net (764) (1,585)
Prepaid insurance (140) (155)
------------- ------------
Net deferred income tax asset 11,233 6,878
Less - Current deferred tax benefit (12,100) (7,623)
------------- -------------
Long-term deferred tax liability $ (867) $ (745)
============= =============
The provision for income taxes was different than the amount computed using the
statutory federal income tax rate for the reasons set forth in the following
table (in thousands):
1999 1998 1997
--------- --------- ---------
Tax computed at the
statutory rate $ 5,316 $ 4,415 $ 2,053
State income taxes 547 409 47
Tax credits utilized (341) (260) (186)
Non-deductible goodwill 367 - -
Other 347 398 383
--------- --------- ---------
$ 6,236 $ 4,962 $ 2,297
========= ========= =========
29
6. LONG-TERM DEBT
Long-term debt consisted of the following at September 30, 1999 and 1998 (in
thousands):
1999 1998
------------- -------------
Industrial Development Revenue
Bonds with interest at a rate equal
to that of high-quality, short-term,
tax-exempt obligations,
as defined (3.85% at September 30, 1999),
payable in annual installments of
$100 to $200, and a final payment
of $2,000 in 2005, secured by
certain buildings and equipment $ 2,600 $ 2,700
Allstate notes 21,429 25,000
Other 1,414 1,091
------------- -------------
Total Debt 25,443 28,791
Less - Current portion 4,069 3,854
------------- -------------
Long-Term Debt $ 21,374 $ 24,937
============= =============
Net assets mortgaged or subject to lien under the Industrial Development Revenue
Bonds totaled approximately $900,000 at September 30, 1999.
As of September 30, 1999, the Company had a revolving credit line agreement (the
"Agreement") with certain banks subject to certain borrowing base limitations.
During 1999, the Agreement was amended to extend the maturity date to June 30,
2002. The Company had additional available borrowing capacity of approximately
$90,000,000 under this Agreement at September 30, 1999. The Company incurred
approximately $167,600 in commitment fees related to the available borrowing
capacity during the year ended September 30, 1999. The interest rates for the
year ended September 30, 1999, ranged from 5.625% to 8.25%. The facility will
mature June 30, 2002, unless renewed and is unsecured. The Agreement prohibits
the Company from pledging its accounts receivables and inventories, contains
limitations on incurring additional indebtedness and requires the maintenance of
certain financial ratios. In addition, the Agreement requires the Company and
Clothing Co., to maintain tangible net worth, as defined, in excess of
$149,474,000 and $55,000,000, respectively, as of September 30, 1999. For fiscal
years after 1999, the Agreement requires the Company to maintain a tangible net
worth in excess of the tangible net worth of the preceding fiscal year plus 50%
of the Company's consolidated net income. The Agreement prohibits the payment of
any dividend if a default exists after giving effect to such a dividend.
In 1995, the Company completed the sale and issuance of $25,000,000 in senior
notes (the "Allstate notes"). Proceeds from the Allstate notes were used to
partially fund the construction of the Company's Customer Service Center
("CSC"). Significant terms of the Allstate notes include a maturity date of
ten years from the date of issuance, interest payable semi-annually and
annual principal payments beginning in the fourth year. The interest rate on
the Allstate notes is fixed at 8.49%. The terms and conditions of the note
purchase agreement governing the Allstate notes include restriction on the
sale of assets, limitations on additional indebtedness, and the maintenance
of certain net worth requirements.
30
Principal payments due during the next five years on debt are as follows (in
thousands):
YEARS ENDING SEPTEMBER 30, AMOUNT
-------------------------- -----------
2000 $ 4,069
2001 4,030
2002 4,010
2003 3,992
2004 3,671
Thereafter 5,671
-----------
$ 25,443
===========
7. LEASES AND OTHER COMMITMENTS
OPERATING LEASES
The Company leases certain of its manufacturing, computer and automotive
equipment under agreements that expire at various dates through 2010 and
contain options to renew at various terms. The following is a schedule of
future minimum rental payments required under operating leases at September
30, 1999 (in thousands):
YEARS ENDING SEPTEMBER 30, AMOUNT
-------------------------- -----------
2000 $ 6,440
2001 5,102
2002 3,580
2003 2,391
2004 1,828
Thereafter 1,705
-----------
$ 21,046
===========
Rental expense was $7,657,000, $7,802,000 and $6,910,000 in the years ended
September 30, 1999, 1998, and 1997, respectively.
COMMITMENTS AND CONTINGENCIES
The Company had approximately $13,700,000 in outstanding letters of credit at
September 30, 1999, primarily in connection with certain self-insurance
agreements and certain inventory purchases of the Company.
On April 12, 1999, a jury returned an approximate $3.6 million verdict against
Haggar Clothing Co. and in favor of a former employee relating to claims for
wrongful discharge and common law tort. The Company believes the verdict in this
lawsuit was both legally and factually incorrect. The Company does not believe
that the outcome of this verdict will have a material impact on its financial
statements.
The Company is involved in various other claims and lawsuits incidental to its
business. In the opinion of management, these claims and suits in the aggregate
will not have a material adverse effect on the Company's financial position or
the results of operations for future periods.
31
8. RESTRUCTURING CHARGES
In 1999, the Company charged $1.7 million to selling, general and
Administrative expense for severance costs resulting from the termination in
fiscal 1999 of 42 people from the Company's sales force and corporate
personnel. The $1.7 million liability as of September 30, 1999 is expected to
be principally paid by September 30, 2000.
In 1996, the Company decided to restructure its worldwide manufacturing
capacity, including consolidation of its three Texas sewing operations into
one facility. The cost of this restructure, recorded in the year ended
September 30, 1996, was estimated to be $14.0 million. The consolidation of
the three Texas sewing operations was completed in 1997.
The Company paid restructuring charges of $1.4 million, $2.2 million and $8.8
million in fiscal 1999, 1998, and 1997, respectively. The remaining
restructuring reserve of approximately $1.6 million relates to legal issues
resulting from the restructuring and is expected to be paid by September 30,
2000.
The amounts disclosed represent management's best estimate of the costs to be
incurred. The actual amounts incurred could vary from these estimates if
future developments differ from the underlying assumptions used by management
in developing the accrual.
9. EMPLOYEE BENEFIT PLANS
The Company provides a Profit Sharing and Savings Plan (the "Plan") to
substantially all eligible employees of the Company, as defined.
Discretionary profit sharing contributions, made by the Company, are
allocated to eligible plan participants based on their respective
compensation. The profit sharing contributions vest according to a defined
vesting schedule. Full vesting occurs at the end of seven years of service or
upon retirement, death, or disability of plan participants.
Participants may contribute from 1% to 15% of their compensation to the Plan
under Internal Revenue Code Section 401(k) ("401(k) Contributions"). The
Company may make discretionary matching 401(k) contributions in an amount
equal to 50% of each participant's 401(k) Contribution up to 6% of the
participant's contributions. Participant 401(k) Contributions are 100% vested
at the date they are contributed. The Company's matching 401(k) Contributions
vest over a period of three years. The Company contributed approximately
$1,233,000, $1,233,000 and $800,000 for each of the years ended September 30,
1999, 1998 and 1997, respectively.
The Company also has an Employee Benefits Trust (the "Trust") to provide
eligible employees of the Company, as defined, with certain welfare benefits.
Trust contributions are made by the Company, as defined by the trust
agreement. The Company contributed approximately $5,481,000, $5,397,000 and
$7,785,000 to the Trust for the years ended September 30, 1999, 1998 and
1997, respectively.
SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions," sets standards of financial accounting and reporting for an
employer that provides postretirement benefits other than pensions to its
employees. Although the Company provides welfare benefits to a limited number
of eligible retired employees, as defined, such benefits have been
insignificant for the years ended September 30, 1999, 1998 and 1997.
Additionally, such benefits are expected to be insignificant in future years.
The Company has a noncompensatory employee stock purchase plan to provide
employees with a convenient way to acquire Company stock through payroll
deductions. Substantially all employees meeting limited employment
qualifications may participate in the stock purchase plan.
32
LONG-TERM INCENTIVE PLAN
The Company has a long-term incentive plan which authorizes the grant of
stock options to key employees. The options vest over a period of three to
five years and expire ten years from the date of grant. The options are
issued at an exercise price not less than the fair market value of the
Company's common stock on the date of the grant. The long-term incentive plan
allows for 1,400,000 shares to be granted. Subsequent to September 30, 1999,
the Board of Directors authorized an increase in the number of shares
available for issuance under the long-term incentive stock option plan from
1,400,000 shares to 1,750,000 shares. The following table summarizes the
changes in common stock options in fiscal 1999, 1998 and 1997:
WEIGHTED AVERAGE
SHARES EXERCISE PRICE
--------- ----------------
Options outstanding as
of September 30, 1996 966,468 $18.38
Options granted 514,938 13.51
Options canceled (734,468) 18.15
-------- -----
Options outstanding as
of September 30, 1997 746,938 15.32
Options granted 757,231 12.72
Options exercised (16,362) 13.50
Options canceled (276,986) 17.68
--------- -----
Options outstanding as
of September 30, 1998 1,210,821 13.18
Options granted 37,000 11.50
Options canceled (52,456) 15.14
----------- -----
Options outstanding
as of September 30, 1999 1,195,365 13.05
Options available for grant
as of September 30, 1999 163,742
Options exercisable as of
September 30, 1999 761,468 13.30
The range of option prices for the options outstanding as of September 30,
1999, was $11.00 to $23.00 with a weighted average remaining contractual life
of approximately 6.5 years. The number of options exercisable in fiscal 1998
and 1997 were 577,344 and 196,932. The weighted average exercise price of
these exercisable options was $13.72 and $18.73, for 1998 and 1997.
In fiscal 1998, the Company canceled 205,000 options and reissued 167,731
options in place of the original options at a reduced option price of $12.88,
which was the fair market value on the date of reissuance. In fiscal 1997,
the Company canceled 521,134 options and reissued 423,938 options in place of
the original options at a reduced option price of $13.50, which was the fair
market value on the date of the reissuance.
33
The Company accounts for the stock option plans under Accounting Principles
Board Opinion No. 25, under which no compensation has been recognized. Had
compensation costs for these options been determined consistent with SFAS No.
123, "Accounting for Stock-Based Compensation," the Company's net income and
earnings per share would have been reduced to the following pro forma amounts
(in thousands, except per share amounts):
1999 1998 1997
---- ---- ----
Net Income:
As reported $9,398 $8,024 $3,743
Pro Forma $7,799 $6,318 $3,098
Primary EPS:
As reported $ 1.26 $ 0.94 $ 0.44
Pro Forma $ 1.05 $ 0.74 $ 0.36
Because the SFAS No. 123 method of accounting has not been applied to options
granted prior to October l, 1995, the resulting pro forma compensation cost
may not be representative of that to be expected in future years.
The fair value of each option grant of $6.13, $5.96 and $4.64 is estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions for 1999, 1998 and 1997, respectively:
risk-free interest rates of 6.2%, 6.0% and 6.4%, respectively; expected lives
of five years; expected volatility of 45.0%; expected dividend rate of $0.20.
10. HURRICANE GEORGES
On September 22, 1998, Hurricane Georges damaged two of the Company's leased
manufacturing facilities. Both facilities were insured for damage to the
building, equipment, inventory, and for business interruption. Insurance
proceeds were used to repair the roofs, fix the equipment, and cover any
inventory loss. Insurance proceeds were received in excess of our losses, and
therefore the Company recorded a gain of $4.4 million in selling, general and
administration expenses in fiscal 1999.
11. SUBSEQUENT EVENTS (UNAUDITED).
The Board of Directors has authorized the Company to repurchase up to three
million shares of the Company's common stock (the Stock Repurchase Plan).
Subsequent to September 30, 1999, the Company purchased an additional 212,000
shares for approximately $2.6 million, increasing the total number of shares
purchased by the Company pursuant to the Stock Repurchase Plan to 1,594,351
shares.
Subsequent to September 30, 1999, the Board of Directors authorized an
increase in the number of shares available for issuance under the long-term
incentive stock option plan from 1,400,000 shares to 1,750,000 shares.
34
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Haggar Corp.:
We have audited in accordance with generally accepted auditing standards the
consolidated financial statements of Haggar Corp. (a Nevada corporation) and
subsidiaries included in this Form 10-K and have issued our report thereon
dated October 29, 1999. Our audits were made for the purpose of forming an
opinion on the basic consolidated financial statements taken as a whole.
Schedules I and II are the responsibility of the Company's management and are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements and, in
our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.
Arthur Andersen LLP
Dallas, Texas,
October 29, 1999
35
SCHEDULE I
Page 1 of 2
HAGGAR CORP. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HAGGAR CORP. (PARENT COMPANY)
BALANCE SHEETS
AS OF SEPTEMBER 30, 1999 AND 1998
(IN THOUSANDS)
1999 1998
---- ----
ASSETS:
Investment in subsidiaries $ 69,154 $ 66,772
Note receivable from Haggar Clothing Co. 128,693 117,769
----------- -----------
Total Assets $ 197,847 $ 184,541
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Dividend payable and other current liabilities $ 359 $ 4,314
Due to subsidiaries 33,040 14,752
----------- -----------
Total current liabilities 33,399 19,066
STOCKHOLDERS' EQUITY:
Common stock 857 857
Additional paid-in capital 41,860 41,860
Retained earnings 136,267 128,329
Less - treasury stock (14,536) (5,571)
----------- -----------
Total stockholders' equity 164,448 165,475
----------- -----------
Total Liabilities and Stockholders Equity $ 197,847 $ 184,541
=========== ===========
36
SCHEDULE I
Page 2 of 2
HAGGAR CORP. AND SUBSIDIARIES
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HAGGAR CORP. (PARENT COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1999, 1998 AND 1997
(IN THOUSANDS)
1999 1998 1997
--------- --------- ---------
Equity in earnings of subsidiaries $ 2,380 $ 2,755 $ (1,526)
Interest income 10,925 8,568 8,568
Income tax expense (3,907) (3,299) (3,299)
----------- ---------- -----------
Net income $ 9,398 $ 8,024 $ 3,743
=========== ========== ===========
37
SCHEDULE II
HAGGAR CORP. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
AS OF SEPTEMBER 30, 1999, 1998 AND 1997
(IN THOUSANDS)
Balance at Charges to Balance at
Beginning of Costs and Deductions End of
Period Expenses (2) Payments (1) Period
------------ ------------ -------- ---------- ----------
September 30, 1999:
Allowance for doubtful accounts $ 906 $ 1,018 $ -- $ (188) $ 1,736
Restructuring Charge - 1999 -- 1,700 -- -- 1,700
Restructuring Charge - 1996 3,000 -- (1,434) -- 1,566
SFAS No. 109 valuation allowance 250 41 -- -- 291
September 30, 1998:
Allowance for doubtful accounts $ 931 $ (203) $ -- $ 178 $ 906
Restructuring Charge - 1996 5,200 -- (2,200) -- 3,000
SFAS No. 109 valuation allowance 250 -- -- -- 250
September 30, 1997:
Allowance for doubtful accounts 900 (380) -- 411 931
Restructuring Charge - 1996 14,000 -- (8,800) -- 5,200
SFAS No. 109 valuation allowance 250 -- -- -- 250
(1) Amounts deemed uncollectible and recoveries of previously reserved
amounts.
(2) September 30, 1999, includes Jerell, Inc. allowance for doubtful accounts
of $480.
38
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Part III, Item 10 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Part III, Item 11 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Part III, Item 12 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Part III, Item 13 is incorporated by reference from
the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
39
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
Pages
Report of Independent Public Accountants. 19
Consolidated Statements of Operations,
Years Ended September 30, 1999, 1998 and 1997. 20
Consolidated Balance Sheets, at September 30, 1999 and 1998. 21
Consolidated Statements of Stockholders' Equity,
Years Ended September 30, 1999, 1998 and 1997. 22
Consolidated Statements of Cash Flows,
Years Ended September 30, 1999, 1998, and 1997. 23
Notes to Consolidated Financial Statements. 24-34
(2) FINANCIAL STATEMENT SCHEDULES
Report of Independent Public Accountants. 35
Schedule I - Condensed Financial Information of Registrant -
Haggar Corp. (Parent Company). 36-37
Schedule II - Valuation and Qualifying Accounts. 38
Schedules not included with this additional financial data have
been omitted because they are not applicable or the required
information is shown in the Consolidated Financial Statements or
Notes thereto.
(3) EXHIBITS
3(a) Third Amended and Fully Restated Articles of
Incorporation. (Incorporated by reference from
Exhibit 3(a) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993
[File No. 0-20850].)
3(b) Bylaws of the Company, as amended. (Incorporated by
reference from Exhibit 3(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994 [File No. 0-20850].)
4(a) Specimen Certificate evidencing Common Stock (and
Preferred Stock Purchase Right). (Incorporated by
reference from Exhibit 4(a) to the Company's Annual
Report on Form 10-K for the fiscal year ended
September 30, 1994 [File No. 0-20850].)
4(b) Form of Stockholders' Rights Agreement. (Incorporated
by reference from Exhibit 4(b) to the Company's
Pre-Effective Amendment No. 1 to Form S-1, filed with
the Security and Exchange Commission on November 16,
1992 [Registration No. 33-52704].)
4(c) Note Purchase Agreement dated December 22, 1994,
among Haggar Apparel Company, Haggar Corp. and
Allstate Life Insurance Company. (Incorporated by
reference from Exhibit 4(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994 [File No. 0-20850].)
40
4(d) Note No. 1 dated December 22, 1994, in original
principal amount of $10,500,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit 4(b)
to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 [File No.
0-20850].)
4(e) Note No. 2 dated December 22, 1994, in original
principal amount of $6,500,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit 4(c)
to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 [File No.
0-20850].)
4(f) Note No. 3 dated December 22, 1994, in original
principal amount of $4,800,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit 4(d)
to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 [File No.
0-20850].)
4(g) Note No. 4 dated December 22, 1994, in original
principal amount of $2,200,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit 4(e)
to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 [File No.
0-20850].)
4(h) Note No. 5 dated December 22, 1994, in original
principal amount of $1,000,000 executed by Haggar
Apparel Company, as maker, and Haggar Corp., as
guarantor, payable to Allstate Life Insurance
Company. (Incorporated by reference from Exhibit 4(f)
to the Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 1994 [File No.
0-20850].)
10(a) 1992 Long Term Incentive Plan. (Incorporated by
reference from Exhibit 10(a) to the Company's
Pre-Effective Amendment No. 1 to Form S-1, filed with
the Security and Exchange Commission on November 16,
1992 [Registration No. 33-52704].)
10(b) Management Incentive Plan. (Incorporated by reference
from Exhibit 10(b) to the Company's Registration
Statement on Form S-1, filed with the Security and
Exchange Commission on October 1, 1992 [Registration
No. 33-52704].)
10(c) First Amendment to the 1992 Long-term Incentive Plan.
(Incorporated by reference from Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994 [File No. 0-20850].)
10(d) First Amended and Restated Credit Agreement between
the Company and Texas Commerce Bank, as agent for a
bank syndicate. (Incorporated by reference from
Exhibit 10(k) to the Company's Annual Report on Form
10-K for the year ended September 30, 1996 [File No.
0-20850].)
10(e) First Amendment to First Amended and Restated Credit
Agreement dated December 31, 1996, between the
Company and Texas Commerce Bank, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(f) to the Company's Annual Report on Form 10-K for
the year ended September 30, 1997 [File No.
0-20850].)
41
10(f) Second Amendment to First Amended and Restated Credit
Agreement dated June 30, 1997, between the Company
and Texas Commerce Bank, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(g) to the Company's Annual Report on Form 10-K for
the year ended September 30, 1997 [File No.
0-20850].)
10(g) Third Amendment to First Amended and Restated Credit
Agreement dated December 15, 1997, between the
Company and Texas Commerce Bank, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(h) to the Company's Annual Report on Form 10-K for
the year ended September 30, 1997 [File No.
0-20850].)
10(h) Fourth Amendment to First Amended and Restated Credit
Agreement dated June 30, 1998, between the company
and Chase Bank of Texas, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998. [File No.
0-20850].)
10(i) Fifth Amendment to First Amended and Restated Credit
Agreement dated December 29, 1998, between the
company and Chase Bank of Texas, as agent for a bank
syndicate. (Incorporated by reference from Exhibit
10(a) to the Company's Quarterly Report on Form 10-Q
for the quarter ended December 31, 1998. [File No.
0-20850].)
10(j) Sixth Amendment to First Amended and Restated Credit
Agreement dated May 28, 1999, between the company and
Chase Bank of Texas, as agent for a bank syndicate.
(Incorporated by reference from Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999. [File No. 0-20850].)
21 Significant subsidiary of the company.
23 Consent of independent public accountants.
27.1 Financial Data Schedule.
27.2 Restated Financial Data Schedule for the period ended
September 30, 1998.
(b) REPORTS ON FORM 8-K
On January 28, 1999, a report on Form 8-K was filed concerning the
Company's acquisition of Jerell, Inc. ("Jerell") on January 13,
1999. Jerell is engaged in the design and marketing of women's
apparel. Jerell's audited financial statements for the year ended
October 31, 1998, and the Company's unaudited condensed pro forma
consolidated balance sheet as of September 30, 1998 and unaudited
condensed pro forma consolidated statement of operations for the
year ending September 30, 1998, were filed as a part of the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1998.
There were no other reports on Form 8-K filed with the Commission
during of fiscal 1999 other than the 8-K noted above.
42
THIS PAGE INTENTIONALLY LEFT BLANK.
43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
HAGGAR CORP.
(Registrant)
By: /s/ DAVID M. TEHLE
-------------------------------------------------
David M. Tehle, December 16, 1999
(SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER)
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:
Signature Title Date
- ------------------------------ ----------------------------------- -----------------
/s/ J. M. HAGGAR, III Chairman and December 16, 1999
- ------------------------------ Chief Executive Officer
J. M. Haggar, III (Principal Executive Officer)
/s/ FRANK D. BRACKEN Director, President and December 16, 1999
- ------------------------------ Chief Operating Officer
Frank D. Bracken
/s/ DAVID M. TEHLE Senior Vice President December 16, 1999
- ------------------------------ and Chief Financial Officer (Principal
David M. Tehle Financial and Accounting Officer)
/s/ JOHN C. TOLLESON Director December 16, 1999
- ------------------------------
John C. Tolleson
/s/ RICHARD W. HEATH Director December 16, 1999
- ------------------------------
Richard W. Heath
44
HAGGAR CORP. AND SUBSIDIARIES
INDEX TO ATTACHED EXHIBITS
EXHIBIT
21 Significant Subsidiary of the Company
23 Consent of Independent Public Accountants
27.1 Financial Data Schedule
27.2 Restated Financial Data Schedule for the period ended
September 30, 1998
45