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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2004
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from to
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COMMISSION FILE NUMBER: 1-7340
KELLWOOD COMPANY
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(Exact name of registrant as specified in its charter)
DELAWARE 36-2472410
- ------------------------------------ -----------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
600 KELLWOOD PARKWAY, P.O. BOX 14374, ST. LOUIS, MO 63178
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 576-3100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
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Common Stock, par value $.01 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or 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 Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
The Company estimates that the aggregate market value of the Common Stock
held by nonaffiliates on August 2, 2003 (based upon the closing price of
these shares on the New York Stock Exchange) was approximately $840,140,859.
At March 6, 2004, Kellwood Company had 27,059,052 shares of Common Stock,
par value $.01, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the registrant's Proxy Statement for Annual Meeting of
Shareowners to be held on June 3, 2004 (Items 10, 11, 12 and 13 in Part III).
1
PART I
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ITEM 1. BUSINESS
The Company's fiscal year ends on the Saturday nearest January 31.
References to the Company's fiscal years represent the following:
FISCAL YEAR REPRESENTS
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2003 the 52 weeks ended January 31, 2004
2002 the 52 weeks ended February 1, 2003
2001 the 52 weeks ended February 2, 2002
(a) Kellwood Company and its subsidiaries (the Company) are marketers of
apparel and consumer soft goods. The Company specializes in branded as well
as private label products, and markets to all channels of distribution with
product specific to a particular channel. Most of the Company's products are
purchased from foreign, contract manufacturers. The Company's Smart Shirts
operation, discussed below, manufactures their own products.
Kellwood Company was founded in 1961 as the successor by merger of fifteen
independent suppliers to Sears. Beginning in 1985, the Company implemented a
business strategy to expand its branded label products, broaden its customer
base, increase its channels of distribution and further develop its global
product sourcing capability. As a result of this strategy, the Company has
redirected its focus from primarily the manufacturing of private label
apparel and home fashions for Sears to a marketing-driven emphasis on
branded apparel and related soft goods. The Company's strategy has expanded
its branded label products, diversified its customer base, broadened its
channels of distribution and further developed its global product sourcing
capabilities. Also as part of this strategy, Kellwood has acquired 24
domestic companies or businesses since 1985. The following companies are
those acquired since 1998:
COMPANY NAME DATE OF ACQUISITION
-------------------------------------- -------------------
o Phat Fashions, LLC/Phat Licensing, LLC February 2004
o Briggs New York Corp. February 2003
o Gerber Childrenswear, Inc. June 2002
o Group B Clothing Co., Inc. December 2000
o Romance Du Jour, Inc. September 2000
o Dorby Frocks, Ltd. September 2000
o Academy Broadway August 2000
o Biflex International, Inc. January 2000
o Koret, Inc. April 1999
o Fritzi California December 1998
These companies are principally marketers of branded apparel. In addition to
its domestic acquisitions, in the early 1980's, the Company acquired Smart
Shirts Limited of Hong Kong, a leading shirt and blouse manufacturer in the
Far East. Since its acquisition, Smart Shirts has diversified its
manufacturing capabilities from its principal base of Hong Kong to the
People's Republic of China, Sri Lanka, and the Philippines.
(b) The information required by this Item constitutes part of the Company's
2003 Annual Report to Shareowners, under the caption "Industry Segment and
Geographic Area Information," in Note 15 to the Consolidated Financial
Statements which information is included in Exhibit 13 to this Form 10-K and
is incorporated herein by reference.
(c) The Company and its subsidiaries are principally engaged in the apparel
and related soft goods industry. These products are manufactured primarily
in Asia and Central America.
(i) The Company's business units are aggregated into three major
consumer market product groupings along with General
Corporate, which represent the Company's four reportable
segments. The three major consumer segments are as follows:
o WOMEN'S SPORTSWEAR designs, merchandises and sells women's
sportswear sold through leading retailers in all channels
of distribution. The product line includes blazers,
dresses, sweaters, blouses, vests, other tops, skirts,
pants, and skorts. The business is primarily branded goods
sold at the popular-to-moderate price points, but the
segment does include some better-to-bridge lines - upper
price point women's sportswear sold principally to small
specialty stores, regional department stores and catalog
houses. A partial list of such brands are Sag Harbor(R),
Koret(R), Jax(R), David Dart(R),
2
David Meister(TM), Dorby(TM), My Michelle(R), Briggs New
York(R), Northern Isles(R) and David Brooks(R). Calvin
Klein(R), XOXO(R), IZOD(R) and Bill Burns(R) are produced
under licensing agreements. Sales of Women's Sportswear
accounted for 60%, 61%, and 66% of the Company's
consolidated revenue in 2003, 2002, and 2001,
respectively.
o MEN'S SPORTSWEAR designs, merchandises, manufactures and
sells men's woven and knit shirts, pants, and jeans sold
to leading department stores, catalog houses and national
chains. The business is primarily private label but also
includes a number of licensed, branded programs such as
Slates(R) business casual shirts, sweaters and tops and
Nautica(R), Claiborne(R) and Dockers(R) dress shirts.
Sales of Men's Sportswear accounted for 20%, 18%, and 15%
of the Company's consolidated revenue in 2003, 2002, and
2001, respectively.
o OTHER SOFT GOODS designs, merchandises and sells intimate
apparel, infant apparel and recreation products (tents,
sleeping bags, backpacks and related products). These
businesses primarily sell branded goods including Kelty(R)
and Sierra Designs(R) for recreation products, Gerber(R)
for infant apparel and Oscar de la Renta(R) for intimate
apparel. Sales of Other Soft Goods accounted for 20%, 21%,
and 19% of the Company's consolidated revenue in 2003,
2002, and 2001, respectively.
(ii) The Company anticipates no significant change in products or
new industry segments which would require a material
investment. However, business acquisitions and new brands
(either developed internally or through license agreements)
within all three of the Company's consumer market segments are
continually being considered. Overall, it is anticipated that
external and internal demands will generate increasing
requirements for capital investment.
In 2003 the Company entered into several major licensing
agreements, including Calvin Klein(R) for women's sportswear,
IZOD(R) for women's sportswear, Def Jam(TM) for men's and
women's sportswear, Liz Claiborne(R) for women's suits and
XOXO(R) for juniors sportswear, intimate apparel and dresses.
On February 3, 2004 the Company completed the acquisition of
all of the membership interests of Phat Fashions, LLC and Phat
Licensing, LLC (together referred to as Phat). Part of the
purchase is Phat's option to buyout the license from the
menswear licensee, which the Company exercised in February
2004.
(iii) The Company purchases finished goods from numerous contract
manufacturers and to a lesser extent raw materials directly
from numerous textile mills and yarn producers and converters.
The Company has not experienced difficulty in obtaining
finished goods or raw materials essential to its business in
any of its three business segments.
(iv) The Company is the owner of certain trade names essential to
its business. The Company also holds licenses of certain trade
names in each of their business segments having various terms
which expire through 2008. Further information about the
Company's trade names is set forth in the Company's 2003
Annual Report to Shareowners, under the caption "Industry
Segment and Geographic Area Information," in Note 15 to the
Consolidated Financial Statements, which information is
included in Exhibit 13 to this Form 10-K and is incorporated
herein by reference.
(v) Although the Company's various product lines are sold on a
year-round basis, the demand for specific styles is highly
seasonal. Women's Sportswear products are sold prior to each
of the retail selling seasons including spring, summer, fall
and holiday. Sales of Men's Sportswear and Other Soft Goods
are also dependent, to a lesser extent, on the retail selling
season.
(vi) Consistent with the seasonality of specific product offerings,
the Company carries necessary levels of inventory to meet the
anticipated delivery requirements of its customers.
(vii) Approximately $241 million (10%) of the Company's sales in
2003 were to J. C. Penney Company, Inc. No other customer
accounts for more than 10% of the Company's revenues. The
Company's management believes that the relationship with this
customer will continue into the foreseeable future.
3
(viii) The Company does not believe that backlog is a meaningful or a
material indicator of sales that can be expected for any
period. All of the Company's backlog is expected to be filled
within 12 months, but there can be no assurance that the
backlog at any point in time will translate into sales in any
particular subsequent period.
(ix) Government contracts or subcontracts with the Company are not
material.
(x) The Company has substantial competition from numerous
manufacturers and marketers, but accurate statistics relative
to the competitive position of the Company are not available.
Kellwood's ability to compete depends principally on styling,
service to the retailer, continued high regard for the
Company's brands and trade names, and price. The Company's
competitors include Jones Apparel Group Inc., Liz Claiborne
Inc., V.F. Corporation, Polo Ralph Lauren Corp., and Tommy
Hilfiger Corp.
(xi) The Company has a continuing program for the purpose of
improving its products and production machinery. The Company
is not engaged in any material customer-sponsored research and
development programs. The amount spent on research and
development activities during 2003, 2002, and 2001 was not
material.
(xii) In the opinion of management, there will be no material effect
on the Company resulting from compliance with any federal,
state or local provisions which have been enacted or adopted
regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment.
(xiii) At the end of 2003, there were approximately 27,000 people
employed by the Company. Substantially all of the work force
is non-union, and the Company considers its relations with its
employees to be satisfactory.
(d) Except for its Smart Shirts operations in the Men's Sportswear segment,
the Company's foreign manufacturing operations and customers have not been
material. The Company owns all of the outstanding shares of Smart Shirts
Limited, a Hong Kong corporation engaged in apparel manufacturing. The
sales, operating profit, and net assets attributable to each segment are set
forth under the caption "Industry Segment and Geographic Area Information"
in Note 15 to Consolidated Financial Statements in the Company's 2003 Annual
Report to Shareowners which information is included in Exhibit 13 to this
Form 10-K and which is incorporated herein by reference. Smart Shirts'
operations are included in the Men's Sportswear segment and comprise 75% of
sales and 85% of net assets of this segment for 2003; 78% of sales and 80%
of net assets of this segment for 2002; and 80% of sales and 87% of net
assets of this segment for 2001. Almost all of Smart Shirt's net assets are
located outside of the United States. Approximately 10%, 11% and 13% of
Smart Shirt's sales in 2003, 2002 and 2001, respectively, were outside the
United States. The risk attendant to the Company's Smart Shirts operations
is believed to be slightly greater than that of domestic operations
primarily due to uncertainty as to the availability of sufficient quota and
political risk in 2004. Utilization of existing quota rights and
diversification of Smart Shirts' manufacturing capacity to various countries
helps to mitigate these risks.
Because approximately 80% of the Company's products are sourced from
contract manufacturers, primarily in Asia, in 2002 the Company established
Kellwood Trading Limited (KTL), a Far Eastern sourcing infrastructure based
in Hong Kong. KTL provides sourcing only to Kellwood business units. KTL
does not have significant assets.
The Company sources product from contract manufacturers and manufactures
product, primarily in Asia. The elimination of quota beginning January 1,
2005, produces an uncertainty that should result in more efficient sourcing
of product and improved productivity in our sourcing organization. However,
the impact of eliminating quota cannot be predicted with certainty, and the
benefit, if any, is not estimable at this time.
(e) Kellwood Company maintains a company website at www.kellwood.com. The
Company makes available, free of charge through the website, its annual
report on Form 10-K, quarterly reports on Form 10-Q, and current reports on
Form 8-K as soon as reasonably practicable after such reports are filed or
furnished with the SEC.
4
ITEM 2. PROPERTIES
At January 31, 2004, the Company operated 39 distribution or production
facilities worldwide.
WOMEN'S SPORTSWEAR
This segment operates 11 warehousing and distribution centers and a
manufacturing facility totaling approximately 3.1 million square feet
including:
o The Kellwood Western Region Distribution Center in the Los Angeles
area. This facility is a multi-tiered 525,000 square foot facility;
o A multi-tiered 880,000 square foot warehouse and distribution
center in Trenton, Tennessee; and
o A 600,000 square foot warehouse and distribution center in Chico,
California.
These facilities serve multiple business units, thereby generating economies
of scale in warehousing and distribution activities.
MEN'S SPORTSWEAR
The Company's Smart Shirts subsidiaries operate 12 manufacturing facilities
and a distribution center totaling approximately 1.2 million square feet.
Smart Shirts' subsidiaries manage operations in Hong Kong, Sri Lanka,
Philippines and the People's Republic of China.
Additionally, this segment operates a manufacturing facility in Mexico and
shares warehousing with the Women's Sportswear segment.
OTHER SOFT GOODS
This segment operates:
o 7 domestic warehousing and distribution facilities and 1
warehousing and distribution facility in Canada totaling
approximately 1.0 million square feet, and
o 4 manufacturing facilities and a cutting facility totaling
approximately 320,000 square feet located in Honduras, Dominican
Republic and the United States.
The Company's operating facilities are primarily owned or leased under
operating leases that generally contain renewal options. The Company leases
its corporate office space in St. Louis County, Missouri and New York City,
as well as showrooms in New York City.
In management's opinion, current facilities generally are well maintained
and provide adequate capacity for future operations. However, management
continues to evaluate the need to reposition the Company's portfolio of
businesses and facilities to meet the needs of the changing markets it
serves and to reflect the international business environment.
ITEM 3. LEGAL PROCEEDINGS
The Company is currently party to various legal proceedings. While
management currently believes that the ultimate outcome of these
proceedings, individually and in the aggregate, will not have a material
adverse impact on the Company's financial position or overall trends in
results of operations, litigation is subject to inherent uncertainties.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the last
quarter of the year covered by this report.
PART II
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information required by this Item constitutes part of the Company's 2003
Annual Report to Shareowners, under the caption "Common Stock Data," which
information is included in Exhibit 13 to this Form 10-K and is incorporated
herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item constitutes part of the Company's 2003
Annual Report to Shareowners, under the caption "Five Year Financial
Summary," which information is included in Exhibit 13 to this Form 10-K and
is incorporated herein by reference.
5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item constitutes part of the Company's 2003
Annual Report to Shareowners, under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," which
information is included in Exhibit 13 to this Form 10-K and is incorporated
herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this Item constitutes part of the Company's 2003
Annual Report to Shareowners, under the caption "Market Risk Sensitivity and
Inflation Risks," which information is included in Exhibit 13 to this Form
10-K and is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated March 3, 2004, constitute part of the
Company's 2003 Annual Report to Shareowners, which is included in Exhibit 13
to this Form 10-K and is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation as of the end of the period covered by
this report, that the Company's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a- 15(e) and 15d-
15(e)) are effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and
forms. There were no changes in the Company's internal control over
financial reporting during the quarter ended January 31, 2004 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal controls over financial reporting.
6
PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) The information required by this Item regarding directors constitutes
part of the Company's Proxy Statement for the 2004 Annual Meeting of
Shareowners, under the captions "Nominees for Election to Serve Until 2006"
and "Directors Continuing to Serve Until 2005," which information is
incorporated herein by reference. The information regarding compliance with
section 16(a) of the Securities and Exchange Act of 1934 constitutes part of
the Company's Proxy Statement for the 2004 Meeting of Shareholders under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance," which is
incorporated herein by reference.
(b) Executive Officers of the Registrant as of March 6, 2004:
Name of Officer Age Office and Employment During the Last Five Years
- ---------------------- --- ------------------------------------------------
Hal J. Upbin 65 Chairman and Chief Executive Officer since December 2, 2003;
Chairman, President and Chief Executive Officer (1999-2003);
President and Chief Executive Officer (1997-1999)
Robert C. Skinner, Jr. 49 President and Chief Operating Officer since December 2, 2003;
Vice President and President Menswear (2002-2003);
President Kellwood Menswear (2000-2002);
Corporate Group Vice President of Oxford Industries (1987-2000)
W. Lee Capps, III 56 Executive Vice President Finance and Chief Financial Officer since December 2, 2003;
Senior Vice President Finance and Chief Financial Officer (2002-2003);
Vice President Finance and Chief Financial Officer (2000-2002);
Vice President Corporate Development (1998-2000)
Stephen L. Ruzow 60 Executive Vice President and President Womenswear since December 2, 2003;
Vice President and President Womenswear (2003);
President Womenswear (2001-2003);
Chairman and Chief Executive Officer of Pegasus Apparel Group (1998-2001)
Thomas H. Pollihan 54 Senior Vice President, Secretary and General Counsel since March 7, 2002;
Vice President, Secretary and General Counsel (1993-2002)
Lawrence E. Hummel 61 Vice President Finance since November 26, 2002;
Vice President Controller (1992-2002)
Roger D. Joseph 62 Vice President Treasurer and Investor Relations since December 1, 2000;
Vice President Treasurer (1992-2000)
Donald R. Riley 41 Vice President and Chief Information Officer since March 7, 2002;
Chief Information Officer (1998-2002)
Donna B. Weaver 53 Vice President Corporate Communications since April 24, 2002
Director Corporate Communications (1998-2002)
(c) The information called for with respect to the identification of certain
significant employees is not applicable to the registrant.
(d) There are no family relationships between the directors and executive
officers listed above. There are neither arrangements nor understandings
between any named officer and any other person pursuant to which such person
was selected as an officer.
(e) Each of the officers named in Item 10(b) above was elected to serve in
the office indicated for a period of one year and until his successor is
elected and qualified.
(f) There are no legal proceedings involving directors, nominees for
directors, or officers.
(g) The information called for with respect to this item is not applicable
to the registrant.
7
(h) The Board, in its business judgment, has determined that Mr. Bentele and
Mr. Katzen meet the Securities and Exchange Commission's definition of audit
committee financial expert and have so designated both as such. The Board
has determined that Messrs. Bentele and Katzen are independent as such term
is used under Schedule 14A of the Securities Exchange Act of 1934.
The Company has adopted a Code of Ethical Conduct for Senior Financial
Officers and Financial Management. This Code applies to, and has been signed
by, all key financial management personnel as well as the Chief Financial
Officer and the Chief Executive Officer. The full text of the Code of
Ethical Conduct for Senior Financial Officers and Financial Management is
available at the Company's website at www.kellwood.com. The Corporate
Governance Committee determined that should any changes to or waivers of
this Code of Ethical Conduct occur, such changes or waivers will be timely
disclosed on the Company's website.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth in the Company's Proxy
Statement for the 2004 Annual Meeting of Shareowners, under the captions
"Compensation of Directors," "Report of the Compensation Committee on
Executive Compensation - Executive Officer Agreements," and "Compensation of
Executive Officers" which information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Some of the information required by this Item is set forth in the Company's
Proxy Statement for the 2004 Annual Meeting of Shareowners, under the
captions "Security Ownership of Certain Beneficial Owners" and "Management
Ownership of Kellwood Stock," which information is incorporated herein by
reference. In addition, set forth below is certain equity compensation plan
information.
EQUITY COMPENSATION PLAN INFORMATION
- ----------------------------------------------------------------------------------------------------------------------------
Plan Category Number Of Securities To Weighted-Average Number Of Securities Remaining
Be Issued Upon Exercise Exercise Price Of Available For Future Issuance Under
Of Outstanding Options, Outstanding Options, Equity Compensation Plans (Excluding
Warrants And Rights Warrants And Rights Securities Reflected In Column (A))
- ----------------------------------------------------------------------------------------------------------------------------
(A) (B) (C)
- ----------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans
Approved by Security Holders 2,929,615 $23.98 2,737,918
Equity Compensation Plans not
Approved by Security Holders N/A N/A N/A
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL 2,929,615 $23.98 2,737,918
- ----------------------------------------------------------------------------------------------------------------------------
Additional information required by this Item is set forth under the caption
"Stock Plans" in Note 10 to the Consolidated Financial Statements included
in the Company's 2003 Annual Report to Shareowners, which information is
included in Exhibit 13 to this Form 10-K and is incorporated herein by
reference.
The Company's 1995 Stock Option Plan provides for an annual increase in the
shares available for issuance by an amount equal to 2% of the adjusted
average common stock outstanding used by the Company to calculate diluted
earnings per share for the preceding fiscal year. Additional shares reserved
based upon the 2003 adjusted average common stock outstanding are reflected
in the amounts in column (A) above.
8
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth in the Company's Proxy
Statement for the 2004 Annual Meeting of Shareowners, under the caption
"Certain Relationships and Related Transactions," which information is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is set forth in the Company's Proxy
Statement for the 2004 Annual Meeting of Shareowners, under the caption
"Independent Auditor Fees", which information is incorporated herein by
reference.
PART IV
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers LLP dated March 3, 2004, constitute part of the 2003
Annual Report to Shareowners which information is included in Exhibit 13 to
this Form 10-K and is incorporated herein by reference.
(i) Financial Statements:
Report of Independent Auditors
Consolidated Statement of Earnings, Year Ended January
31, 2004; Year Ended February 1, 2003; and Year Ended
February 2, 2002
Consolidated Balance Sheet, January 31, 2004; and
February 1, 2003
Consolidated Statement of Cash Flows, Year Ended
January 31, 2004; Year Ended February 1, 2003; and
Year Ended February 2, 2002
Consolidated Statement of Shareowners' Equity, Year
Ended January 31, 2004; Year Ended February 1, 2003;
and Year Ended February 2, 2002
Notes to Consolidated Financial Statements
(ii) Financial Statement Schedules:
Schedules have been omitted because they are not
required or are not applicable or because the
information required to be set forth therein is
included in the consolidated financial statements or
the notes to the consolidated financial statements.
(iii) Exhibits:
Exhibits filed as part of this report are listed
below. Certain exhibits have been previously filed
with the Commission and are incorporated herein by
reference.
9
S.E.C. Exhibit
Reference No. Description
- ------------- -----------
3.1 - Restated Certificate of Incorporation of Kellwood Company,
as amended, incorporated herein by reference to Form 10-Q
for the quarter ended July 31, 1987, SEC File No. 1-7340.
3.2 - By-Laws, as amended March 5, 2003, incorporated herein by
reference to Form 10-K for the fiscal year ended February 1,
2003, SEC File No. 1-7340.
4.1 - Indenture for senior debt securities dated as of September
30, 1997 between Kellwood Company and JPMorgan Chase Bank,
formerly known as the Chase Manhattan Bank, as Trustee,
under which certain of the Company's debt securities are
outstanding, incorporated herein by reference to Form S-3
dated October 24, 1997, SEC File No. 333-36559.
4.3 - Note Agreement dated July 1, 1993, incorporated herein by
reference to Form 10-Q for the quarter ended July 31, 1993,
SEC File No. 1-7340.
4.4 - Rights to Acquire Series A Junior Preferred Stock,
pursuant to a Rights Agreement between the registrant and
Centerre Trust Company of St. Louis, incorporated herein by
reference to Registration Statement on Form 8-A, effective
June 24, 1986 and Amendment dated August 21, 1990,
incorporated herein by reference to Form 10-Q for the
quarter ended October 31, 1990, and Amendment dated May 31,
1996 incorporated herein by reference to Form 8-A/A
effective June 3, 1996, SEC File No. 1-7340, and Amendment
dated November 21, 2000 incorporated herein by reference to
Form 10-K for the fiscal year ended February 3, 2001, SEC
File No. 1-7340.
4.7 - Credit Agreement dated as of April 30, 2002 among Kellwood
Company, certain commercial lending institutions, and Bank
of America, N.A., as Administrative Agent, JPMorgan Chase
Bank as Syndication Agent, US Bank and The Bank of Nova
Scotia, as Co-Documentation Agents, incorporated herein by
reference to Form 10-Q for the period ended April 30, 2002,
SEC File No. 1-7340.
10.3* - Form of Employment Agreement dated November 30, 1984,
between Kellwood Company and executive officers,
incorporated herein by reference to Form 10-K for the fiscal
year ended April 30, 1985, SEC File No. 1-7340.
10.4* - 1995 Stock Option Plan For Nonemployee Directors and 1995
Omnibus Incentive Stock Option Plan, incorporated herein by
reference to Appendixes A & B to the Company's definitive
Proxy Statement dated July 13, 1995, SEC File No. 1-7340.
10.5* - Executive Deferred Compensation Plan, adopted and
effective as of January 1, 1997; and Executive Deferred
Compensation Plan Amendment, adopted March 18, 1997,
incorporated herein by reference to Form 10-K for the fiscal
year ended April 30, 1997, SEC File No. 1-7340.
10.6** - Information Technology Service Agreement between Kellwood
Company and Electronic Data Systems Corporation dated March
31, 2002, incorporated herein by reference to Form 10-K for
the fiscal year ended February 2, 2002, SEC File No. 1-7340.
10.7* - Corporate Development Incentive Plan As Restated, dated
May 30, 2002, incorporated herein by reference to Appendix B
to the Company's definitive Proxy Statement dated April 16,
2002, SEC File No. 1-7340.
10.8* - Amendment to Employment Agreement dated May 29, 2003
between Kellwood Company and Hal J. Upbin, incorporated
herein by reference to Form 10-Q for the quarter ended May
3, 2003, SEC File No. 1-7340.
10.9* - 1995 Stock Option Plan For Nonemployee Directors As
Amended, dated May 30, 2002, incorporated herein by
reference to Appendix A to the Company's definitive Proxy
Statement dated April 16, 2002, SEC File No. 1-7340.
10
S.E.C. Exhibit
Reference No. Description
- ------------- -----------
13 - Portions of the Annual Report to Shareowners for the year
ended January 31, 2004, which are incorporated by reference
in this Form 10-K, filed herewith.
14 - Code of Ethical Conduct for Senior Financial Officers and
Financial Management. The full text of the Code of Ethical
Conduct for Senior Financial Officers and Financial
Management is available at the Company's website at
www.kellwood.com.
21 - Subsidiaries of the Company, filed herewith.
23 - Consent of Independent Accountants, filed herewith.
24 - Powers of Attorney: Ms. Dickerson and Page and Messrs.
Bentele, Bloom, Genovese, Granoff, Hunter, Katzen, and
Upbin; filed herewith.
31.1 - Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
31.2 - Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32 - Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, filed herewith.
* Denotes management contract or compensatory plan.
** Pursuant to the Securities Exchange Act of 1934, Rule 24b-2, confidential
portions of Exhibit 10.6 have been deleted and filed separately with the
Commission pursuant to a request for confidential treatment.
11
(b) REPORTS ON FORM 8-K:
The following reports were filed on Form 8-K during the three months ended
January 31, 2004:
Current Report under items 5 and 7 on Form 8-K dated January 9, 2004
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.
KELLWOOD COMPANY
Dated: March 18, 2004
/s/ Hal J. Upbin
---------------------------------
Hal J. Upbin
Director, Chairman of the Board,
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following on behalf of Kellwood Company
and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Hal J. Upbin Director, Chairman of the Board, March 18, 2004
- ----------------------------- and Chief Executive Officer
Hal J. Upbin
/s/ W. Lee Capps, III Executive Vice President Finance and March 18, 2004
- ----------------------------- Chief Financial Officer
W. Lee Capps, III (principal financial officer)
/s/ Lawrence E. Hummel Vice President Finance March 18, 2004
- ----------------------------- (principal accounting officer)
Lawrence E. Hummel
Raymond F. Bentele* Director
Martin Bloom* Director
Kitty G. Dickerson* Director
Leonard A. Genovese* Director
Martin J. Granoff* Director
Jerry M. Hunter* Director
Larry R. Katzen* Director
Janice E. Page* Director
/s/ W. Lee Capps, III
- -----------------------
W. Lee Capps, III
*Attorney-in-fact
March 18, 2004
12
Exhibit 13
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
FINANCIAL HIGHLIGHTS
--------------------
(Amounts in millions, except per share data)
- --------------------------------------------------------------------------------------------------------------------------
2003 2002(1),(4) 2001 2000(1) 1999(1),(2)
- --------------------------------------------------------------------------------------------------------------------------
Fiscal year ended 1/31/04 2/1/03 2/2/02 2/3/01 1/29/00
----------- ----------- ----------- ----------- ----------
Net sales $ 2,346.5 $ 2,166.6 $ 2,281.8 $ 2,362.2 $ 2,193.7
=========== =========== =========== =========== ==========
Costs and expenses:
- ------------------
Cost of products sold 1,845.2 1,733.6(3) 1,851.2 1,881.0 1,722.6
Selling, general and administrative 357.6 324.4 327.3 353.0 327.9
Amortization of goodwill and intangible assets 9.5 5.8 9.4 8.3 9.1
Provision for business and facilities realignment - 12.1(3) - - 6.8
Pension income and plan termination - - - (13.2) (5.5)
Goodwill impairment charge - - - - 48.9
Merger costs - - - - 5.3
Interest expense 25.1 27.9 34.8 32.6 30.7
Interest (income) and other, net (1.4) (0.1) (1.2) 1.5 (3.2)
----------- ----------- ----------- ----------- ----------
Earning before income taxes 110.5 62.9 60.3 99.0 51.1
=========== =========== =========== =========== ==========
Net earnings from continuing operations 72.6 41.3 37.7 60.8 10.0
Net earning (loss) from discontinued operations(5) (1.5) 0.7 - - -
----------- ----------- ----------- ----------- ----------
Net earnings $ 71.1 $ 42.0 $ 37.7 $ 60.8 $ 10.0
=========== =========== =========== =========== ==========
Weighted average shares outstanding:
Basic 26.5 24.6 22.8 23.6 27.5
Diluted 27.1 24.9 22.9 23.7 27.8
Earnings (loss) per share:
Basic:
Continuing operations $ 2.74 $ 1.68 $ 1.66 $ 2.57 $ .36
Discontinued operations(5) (.06) .03 - - -
----------- ----------- ----------- ----------- ----------
Net earnings $ 2.68 $ 1.71 $ 1.66 $ 2.57 $ .36
=========== =========== =========== =========== ==========
Diluted:
Continuing operations $ 2.68 $ 1.66 $ 1.65 $ 2.57 $ .36
Discontinued operations(5) (.06) .03 - - -
----------- ----------- ----------- ----------- ----------
Net earnings $ 2.62 $ 1.69 $ 1.65 $ 2.57 $ .36
=========== =========== =========== =========== ==========
Cash dividends declared $ .64 $ .64 $ .64 $ .64 $ .64
=========== =========== =========== =========== ==========
(1) The impact of restructuring and business realignment, pension income and
plan termination gain, goodwill impairment charge and merger costs is as
follows:
2003 2002 2001 2000 1999(2)
----------- ----------- ----------- ----------- ----------
Total pretax impact $ - $ (15.0)(3) $ - $ 13.2 $ (55.5)
Net earnings - (9.7) - 8.1 (53.2)
Earnings per Share:
Basic $ - $ (.40) $ - $ .34 $ (1.94)
Diluted $ - $ (.39) $ - $ .34 $ (1.91)
13
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------
(Amounts in millions, except per share data)
(2) In August 1999 the Company changed its fiscal year-end from April 30 to
the Saturday closest to January 31. This page presents certain unaudited
financial information for 1999 as if the Company's year-end had been the
Saturday closest to January 31 throughout this period.
(3) In 2002 the Company made the decision to implement realignment actions.
These actions impacted 2002 earnings by $15 before tax ($9.7 after tax, or
$0.39 per share) including $2.9 recorded in cost of products sold and $12.1
recorded as a provision for business and facilities realignment.
(4) Pursuant to Statement of Financial Accounting Standards No. 142, the
Company adopted new accounting for goodwill beginning in 2002. Under this
new accounting standard, goodwill is no longer amortized.
(5) During fiscal 2003, the Company decided to discontinue their True Beauty
by Emme(R) operations and sold their domestic and European Hosiery
operations. As such, these operations have been reflected as discontinued
operations for all periods presented.
COMMON STOCK DATA
2003 2002
------------------------------- --------------------------------
Stock Price Dividends Stock Price Dividends
High Low Paid High Low Paid
--------- --------- --------- ---------- ---------- ----------
First Quarter $ 30.54 $ 22.65 $ .16 $ 28.90 $ 22.85 $ .16
Second Quarter 34.85 26.79 .16 32.50 24.90 .16
Third Quarter 38.34 31.50 .16 26.65 19.70 .16
Fourth Quarter 42.89 34.90 .16 29.07 23.45 .16
Common stock of Kellwood Company is traded on the New York Stock Exchange,
ticker symbol KWD. At March 6, 2004, there were approximately 1,022
shareowners of record.
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
(Dollars in Millions, except per share data)
FINANCIAL REVIEW
- ----------------
The following discussion is a summary of the key factors management
considers necessary in reviewing the Company's results of operations,
liquidity, capital resources and operating segment results. The amounts and
disclosures included in management's discussion and analysis of financial
condition and results of operations, unless otherwise indicated, are
presented on a continuing operations basis. This discussion should be read
in conjunction with the Consolidated Financial Statements and related notes.
The Company's internal reporting utilizes net earnings, earnings per share
and gross profit excluding the facilities realignment costs discussed below.
Management evaluates each of its business units using these measures in
order to isolate the results of ongoing operations by excluding the charge
which was infrequent and unusual. Therefore, throughout management's
discussion and analysis of financial condition and results of operations,
there will be a discussion of operating results both including and excluding
the facilities realignment costs. The amounts that exclude the facilities
realignment costs are non-GAAP measures and may not be comparable to
measures used by other entities.
OPERATING RESULTS
- -----------------
The apparel industry has experienced deflation for many years. As a result,
the Company's sales growth has come from acquisitions and investment in new
brands and initiatives. Earnings growth has come from increased sales and
control over costs.
Sales for the year ended January 31, 2004 were $2,346.5, up $179.9 or 8.3%
from $2,166.6 in 2002. Sales increases in 2003 were primarily driven by:
o the acquisitions of Briggs New York Corp. (Briggs) on February 4, 2003
o the full year impact of the acquisition of Gerber Childrenswear,
Inc. (Gerber) on June 25, 2002
o the launching of new brands as a result of new license agreements
such as IZOD(R) for women's sportswear, XOXO(R) for junior's
sportswear, Liz Claiborne(R) for suits and dresses, and Run
Athletics(TM) for men's sportswear
The favorable impact on sales in 2003 from the above items was partially
offset by sales declines in the Company's base business in the Women's
Sportswear and Other Soft Goods segments. Overall, the Company experienced
net sales increases in all segments - Women's Sportswear, Men's Sportswear
and Other Soft Goods.
The Company's gross margin percentage increased to 21.4% in 2003 from 20.0%
in 2002 primarily due to cost reductions related to lower surplus and
obsolete inventory, using the Company's newly established trading company
and moving more contract production from the Western to Eastern hemisphere.
SG&A as a percent of sales of 15.2% was relatively consistent with 2002
(15.0%) despite increased spending on new brands and initiatives. During
2003 the Company invested $17.9 in SG&A spending on several new major
marketing initiatives, which were as follows:
o Calvin Klein(R) for women's sportswear
o Liz Claiborne(R) for women's suits and dresses
o IZOD(R) for women's sportswear
o XOXO(R) for junior's sportswear, intimate apparel and dresses
o Dockers(R) tops for women
o Lucy Pereda(TM) sportswear
o Def Jam University(TM) for women's and men's sportswear
o Run Athletics(TM) for men's sportswear
Many of these new brands were obtained through licensing agreements which
commit the Company to certain minimum guaranteed royalty payments during the
term of the license. The investments made during 2003 continue to add to
Kellwood's portfolio of brands and businesses and begin to fill a void in
the Company's product offerings to the under twenty-five market. The
investments made in these new brands and initiatives during 2003 are
expected to more favorably impact sales and net earnings in 2004 as these
initiatives move from the product development phase to the sales floor. The
Company was able to leverage its SG&A expenses over the sales base such that
the increased spending on new brands and initiatives did not impact SG&A as
a percent of sales. As a result of the above, net earnings from continuing
operations were $72.6 or $2.68 per diluted share, up from $41.3 or $1.66 per
diluted share reported in 2002.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
The Company continues to have an active acquisition program with the
acquisition of Phat Fashions, LLC and Phat Licensing, LLC in early 2004
being the latest business to join Kellwood's portfolio of brands and
businesses. Phat will be part of the Men's Sportswear segment. The Company
exercised an option to buyout the license for Phat Farm(R) from the menswear
licensee in February 2004, which will also be part of the Men's Sportswear
segment. Acquisitions and the launching of new brands are expected to more
than offset the deflationary trends in the industry and result in continued
sales and net earnings growth in 2004.
FACILITIES REALIGNMENT COSTS. In 2002 the Company decided to implement
realignment actions, including the closing of certain domestic warehousing
and Latin American production facilities and the discontinuance of a
licensing agreement. The realignments include the closing of five warehouse
operations and six manufacturing facilities and will result in a reduction
of approximately 1,900 employees, primarily production and warehousing
personnel. These actions impacted fiscal 2002 earnings by $15.0 before tax
(approximately $9.7 after tax, or $0.39 per share). These costs included
$2.9 ($0.7 for Women's Sportswear, $0.3 for Men's Sportswear and $1.9 for
Other Soft Goods) recorded in cost of products sold and $12.1 ($5.9 for
Women's Sportswear, $1.5 for Men's Sportswear and $4.7 for Other Soft Goods)
recorded as a provision for realignment.
Through January 31, 2004 these realignment actions resulted in the Company
closing five warehouse operations and four manufacturing facilities,
reducing employment and terminating a license agreement. These costs related
to these actions include employee severance, vacant facilities costs, and
other cash realignment costs including minimum royalties and customer
markdowns on a discontinued license agreement. The Company expects the
remaining realignment actions to be completed by the second quarter of 2004.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
FISCAL 2003 VS. 2002
- --------------------
Summarized comparative financial data for fiscal 2003 and 2002 are as
follows ($ in millions; percentages are calculated based on actual data, but
columns may not add due to rounding):
Amounts % change % of Sales
2003 2002 02-03 2003 2002
------------- ------------- ------------- ---------- ---------
Net sales $ 2,346.5 $ 2,166.6 8.3% 100.0% 100.0%
Cost of products sold 1,845.2 1,733.6 6.4% 78.6% 80.0%
------------- ------------- ------------- ---------- ---------
Gross profit 501.3 433.0 15.8% 21.4% 20.0%
SG&A 357.6 324.4 10.2% 15.2% 15.0%
------------- ------------- ------------- ---------- ---------
Operating earnings before
amortization and
realignment costs(1) 143.6 108.6 32.3% 6.1% 5.0%
Amortization of intangibles 9.5 5.8 65.1% 0.4% 0.3%
Facilities realignment - 12.1 NM 0.0% 0.6%
------------- ------------- ------------- ---------- ---------
Operating earnings 134.1 90.7 47.9% 5.7% 4.2%
Interest expense 25.1 27.9 (10.2%) 1.1% 1.3%
Interest (income) & other, net (1.4) (0.1) NM (0.1%) 0.0%
------------- ------------- ------------- ---------- ---------
Earnings before taxes 110.5 62.9 75.7% 4.7% 2.9%
Income taxes 37.8 21.6
------------- -------------
Net earnings from
continuing operations $ 72.6 $ 41.3
============= =============
Effective tax rate 34.3% 34.3%
------------- -------------
(1) Operating earnings before amortization and realignment costs differs
from operating earnings in that it excludes realignment costs and
amortization of intangibles. Operating earnings before amortization and
realignment costs should not be considered as an alternative to operating
earnings. Operating earnings before amortization and realignment costs is
the primary measure used to evaluate the Company's performance as well as
the performance of the Company's business units and segments. Management
believes the comparison of operating earnings before amortization and
realignment costs between periods is useful in showing the interaction of
changes in gross profit and SG&A without inclusion of the facilities
realignment charges and amortization of intangibles, the changes in which
are explained elsewhere. The subtotal of operating earnings before
amortization and realignment costs may not be comparable to any similarly
titled measure used by another company.
SALES for 2003 were $2,346.5, increasing $179.9 or 8.3% versus last year.
The increase in sales was primarily driven by the acquisitions of Gerber on
June 25, 2002 and Briggs on February 4, 2003 (together approximately $247.6)
and increased sales in the Men's Sportswear segment, partially offset by
discontinued brands and programs and sales declines to existing customers in
the Women's and Other Soft Goods segments.
GROSS PROFIT for 2003 was $501.3 or 21.4% of sales increasing $68.3 or 1.4%
of sales versus $433.0 or 20.0% of sales reported in 2002. Included in gross
profit for 2002 is $2.9 in facilities realignment costs. Excluding
facilities realignment costs, gross profit for 2003 increased $65.4 or 1.2%
of sales. The improvement in the Company's gross margin rate in 2003
resulted from cost reductions due to reductions in sales of lower-margin
business, improved management of sales deductions and allowances, expansion
of sourcing through the Company's newly established trading company, having
less surplus and obsolete inventory, and efficiencies resulting from more
effective utilization of distribution facilities.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) increased $33.2 or 10.2%
to $357.6 in 2003 compared to $324.4 in 2002. The increase is primarily due
to the acquisitions of Briggs and Gerber (together approximately $18.6) and
spending related to several new brands and major marketing initiatives
($17.9). These initiatives provided relatively little sales volume during
2003 but are expected to provide growth in 2004.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
AMORTIZATION of intangible assets for 2003 increased to $9.5 from $5.8 in
2002 as a result of the amortization of identified intangible assets related
to Briggs and Gerber. Identified intangible assets are amortized over their
estimated economic useful lives.
INTEREST EXPENSE decreased $2.8 from 2002 due to a combination of lower
average debt balances and lower rates.
INTEREST INCOME AND OTHER, NET increased $1.3 compared to 2002. The increase
is primarily due to a $3.0 gain resulting from the acquisition breakup fee
related to Kasper A.S.L., Limited (Kasper) partially offset by less interest
income.
THE EFFECTIVE TAX RATE was consistent at 34.3% in 2003 compared to 34.3% in
the prior year. The effective tax rate was less than the U.S. statutory rate
due to lower tax rates on undistributed foreign earnings considered to be
permanently reinvested abroad.
WEIGHTED AVERAGE DILUTED SHARES outstanding increased due to the shares
issued in conjunction with the acquisitions of Gerber and Briggs as well as
the increased price of Kellwood common stock, which drove higher option
exercises and increased the dilution from unexercised options.
DISCONTINUED OPERATIONS. On October 30, 2003 the Company finalized an
agreement to sell their Hosiery operations. As such, the operations of the
Hosiery business are accounted for as discontinued operations, and
accordingly, operating results and assets and liabilities of the Hosiery
operations are segregated in the accompanying consolidated statement of
earnings and consolidated balance sheet. The sale of the entire Hosiery
operations closed in November 2003. Prior to being classified as
discontinued, the Hosiery operations were included in the Men's Sportswear
segment. See financial statement Note 3.
During the fourth quarter of 2003, the Company decided to discontinue their
True Beauty by Emme(R) (True Beauty) operations. This included the
termination of the related license agreement before its expiration. As such,
the operations of True Beauty ceased in the fourth quarter of 2003 and have
been accounted for as discontinued operations. Accordingly, operating
results and assets and liabilities of True Beauty are segregated in the
accompanying consolidated statement of earnings and consolidated balance
sheet, respectively. Prior to being classified as discontinued, True Beauty
was included in the Women's Sportswear segment. See financial statement Note
3.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
FISCAL 2002 VS. 2001
- --------------------
Summarized comparative financial data for fiscal 2002 and 2001 are as
follows ($ in millions; percentages are calculated based on actual data, but
columns may not add due to rounding):
Amounts % change % of Sales
2002 2001 01-02 2002 2001
------------- ------------- ------------- ---------- ----------
Net sales $ 2,166.6 $ 2,281.8 (5.0%) 100.0% 100.0%
Cost of products sold 1,733.6 1,851.2 (6.4%) 80.0% 81.1%
------------- ------------- ------------- --------- ----------
Gross profit 433.0 430.6 0.6% 20.0% 18.9%
SG&A 324.4 327.3 (0.9%) 15.0% 14.3%
------------- ------------- ------------- --------- ----------
Operating earnings before
amortization and
realignment costs(1) 108.6 103.3 5.0% 5.0% 4.5%
Amortization of intangibles 5.8 9.4 (38.5%) 0.3% 0.4%
Facilities realignment 12.1 - NM 0.6% 0.0%
------------- ------------- ------------- --------- ----------
Operating earnings 90.7 94.0 (3.5%) 4.2% 4.1%
Interest expense 27.9 34.8 (19.9%) 1.3% 1.5%
Interest (income) & other, net (0.1) (1.2) NM 0.0% (0.1%)
------------- ------------- ------------- --------- ----------
Earnings before taxes 62.9 60.3 4.2% 2.9% 2.6%
Income taxes 21.6 22.6
------------- -------------
Net earnings from
continuing operations $ 41.3 $ 37.7
============= =============
Effective tax rate 34.3% 37.5%
------------- -------------
(1) Operating earnings before amortization and realignment costs differs
from operating earnings in that it excludes realignment costs and
amortization of intangibles. Operating earnings before amortization and
realignment costs should not be considered as an alternative to operating
income. Operating earnings before amortization and realignment costs is the
primary measure used to evaluate the Company's performance as well as the
performance of the Company's business units and segments. Management
believes the comparison of operating earnings before amortization and
realignment costs between periods is useful in showing the interaction of
changes in gross profit and SG&A without inclusion of the facilities
realignment charges and amortization of intangibles, the changes in which
are explained elsewhere. The subtotal of operating earnings before
amortization and realignment costs may not be comparable to any similarly
titled measure used by another company.
SALES decreased $115.2 or 5.0% to $2,166.6 in 2002 from $2,281.8 in 2001,
reflecting the cautious buying of both retailers and consumers. This drop in
volume was anticipated when Kellwood's orders were placed with suppliers.
Accordingly, inventory balances were lower throughout 2002 as compared to
the prior year.
GROSS PROFIT increased $2.4 or 0.6% to $433.0 or 20.0% of sales in 2002 from
$430.6 in 2001. Included in gross profit for 2002 is $2.9 in facilities
realignment costs. Excluding facilities realignment costs, gross profit
increased $5.3 or 1.2% to $435.9 or 20.1% of sales. This increase was
primarily due to lower inventory markdowns and lower cost sourcing.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A) decreased $2.9 or 0.9%
to $324.4 in 2002 compared to $327.3 in the prior year. The decrease is
primarily due to cost control programs.
19
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
AMORTIZATION of intangible assets for the year decreased to $5.8 from $9.4
in the prior year as a result of the implementation of Statement of
Financial Accounting Standards (SFAS) No. 142 and the related cessation of
amortization of goodwill ($6.5 in 2001). This decrease was partially offset
by the amortization of identified intangible assets related to the Gerber
acquisition. Identified intangible assets are amortized over their estimated
economic useful lives.
INTEREST EXPENSE decreased $6.9 due to the reduction in bank borrowings as a
result of the Company's working capital reduction initiatives.
INTEREST INCOME AND OTHER, NET decreased $1.1 to $0.1 in 2002 compared to
$1.2 in 2001. Other income in 2001 included $3.4 (pretax) related to the
change in accounting for certain inventories from the LIFO to the FIFO
method. The change was effected in the first quarter of 2001 and was not
considered material to require restatement of prior years' income
statements. This was partially offset by expense related to the early
termination of a license agreement.
THE EFFECTIVE TAX RATE decreased 3.2% to 34.3% in 2002 compared to 37.5% in
the prior year as a result of the cessation of non-deductible goodwill
amortization and foreign tax differences associated with the Company's Smart
Shirts overseas operations.
WEIGHTED AVERAGE DILUTED SHARES outstanding increased due to the shares
issued in conjunction with the acquisition of Gerber.
20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
SEGMENT RESULTS:
- ----------------
The Company and its subsidiaries are principally engaged in the apparel and
related soft goods industry. The Company's business units are aggregated
into the following reportable segments:
o Women's Sportswear,
o Men's Sportswear,
o Other Soft Goods, and
o General Corporate.
Sales and segment earnings by segment for fiscal 2003, 2002 and 2001 were as
follows (amounts are presented based on actual data, therefore columns may
not add due to rounding):
Amounts % change
----------------------------------------- ---------------------------
2003 2002 2001 '02-'03 '01-'02
------------- ----------- ----------- ------------ ------------
Net sales
---------
Women's Sportswear $ 1,406.3 $ 1,313.4 $ 1,514.8 7.1% (13.3%)
Men's Sportswear 472.4 395.5 347.8 19.5% 13.7%
Other Soft Goods 467.7 457.7 419.1 2.2% 9.2%
------------- ----------- ----------- ----------- -----------
Kellwood total $ 2,346.5 $ 2,166.6 $ 2,281.8 8.3% (5.0%)
============= =========== =========== =========== ===========
Segment earnings
----------------
Women's Sportswear $ 112.5 $ 101.8 $ 91.2 10.6% 11.6%
Men's Sportswear 45.2 36.2 29.6 25.0% 22.4%
Other Soft Goods 27.9 16.0 18.0 74.4% (11.1%)
General Corporate (42.0) (45.4) (35.4) (7.5%) 28.1%
------------- ----------- ----------- ----------- -----------
Total segment earnings $ 143.6 $ 108.6 $ 103.3 32.3% 5.0%
============= =========== =========== =========== ===========
Segment earnings margins
------------------------
Women's Sportswear 8.0% 7.7% 6.0%
Men's Sportswear 9.6% 9.2% 8.5%
Other Soft Goods 6.0% 3.5% 4.3%
General Corporate NM NM NM
------------- ----------- -----------
Total segment earnings 6.1% 5.0% 4.5%
============= =========== ===========
WOMEN'S SPORTSWEAR. Sales of Women's Sportswear increased $92.9 (7.1%) in
2003 to $1,406.3. The sales increase was primarily due to the acquisition of
Briggs (which had sales of $194.0 for 2003), sales from new brands launched
earlier this year and growth from the core popular-to-moderately priced
brands, partially offset by sales decreases in low margin private label
merchandise and better to bridge brands sold to specialty and department
stores.
Women's Sportswear segment earnings for 2003 were $112.5 or 8.0% of net
sales, up $10.7 from last year and improved as a percent of sales by 0.3%.
The primary reason for the increase in segment earnings during 2003 was the
acquisition of Briggs, partially offset by decreased earnings in the other
Women's Sportswear business units. The decrease in the other Women's
Sportswear business units was due to lower sales volume and increased costs
for new brands and initiatives.
21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
Sales of Women's Sportswear decreased $201.4 (13.3%) in 2002 to $1,313.4
from $1,514.8 in 2001. Several factors contributed to the year-to-year drop
in sales. The dress category was cyclically weak in 2002. The Company's
retail customers reduced their dress open-to-buy by 25% for the Spring and
Fall selling seasons. This fashion trend hurt volume in 2002. The Company
saw this trend developing in 2001 and took the appropriate steps to reduce
inventory commitments and overhead. With fewer dresses on the selling floor,
the retailers have cut back on the number of vendors they use, and as a
result the Company has been able to increase market share. The second major
reason for the year-to-year drop in volume is lower sales to one of the
Company's department store customers due to the combination of a weak market
and a change in the customer's merchandising strategy. Finally, the Company
decided to eliminate several under-performing Women's Sportswear brands.
Women's Sportswear segment earnings for 2002 were $101.8 or 7.7% of net
sales, up $10.6 from 2001 and improved as a percent of sales by 1.7%. The
improvement in earnings, despite the drop in sales, came largely from a 2.2%
improvement in gross margin. The gross margin rate improved due to lower
inventory markdowns and lower cost sourcing. Facilities realignment costs
reduced the gross profit and segment earnings by $0.7.
MEN'S SPORTSWEAR. Sales of Men's Sportswear increased $76.9 or 19.5% in 2003
to $472.4. The increase in sales for 2003 was due to several new brands and
marketing initiatives, including Claiborne(R) and Dockers(R) dress shirts,
Def Jam University(TM) and Casual Male sportswear and Run Athletics(TM)
activewear, and increased sales in the private label bottoms business.
Segment earnings for 2003 were $45.2, up $9.0 from last year. The
improvement in earnings came from higher sales volume and gross margin
improvement resulting from better utilization of manufacturing capacity and
improved plant efficiency.
Sales of Men's Sportswear increased $47.7 or 13.7% in 2002 to $395.5 due to
the results of internal growth initiatives. This growth was a result of new
products and programs in the Menswear division including increased volume
with the redesigned Slates(R) branded sportswear as well as private label
pants and jeans programs. Additionally, the Smart Shirts division has
increased sales through new dress shirts programs for Claiborne(R) and
Dockers(R).
Segment earnings for 2002 were $36.2, up $6.6 from 2001. The improvement in
earnings was due to less markdowns and margin pressure in the Menswear
division. Facilities realignment costs reduced the gross profit and segment
earnings by $0.3.
OTHER SOFT GOODS. Sales of Other Soft Goods increased $10.0 or 2.2% in 2003
to $467.7 primarily due to the Gerber acquisition partially offset by sales
declines at Intimate Apparel and American Recreation Products.
Segment earnings for 2003, including the facilities realignment costs, were
$27.9 up $11.9 from last year. Excluding Gerber, segment earnings were
$13.6, up $8.9 from the prior year. The Company planned for a challenging
year in 2003 and took action to improve gross margins and lower SG&A
spending as well as improve working capital management and return on
capital. As a result of facility consolidations and moving the majority of
sourcing to contractors in the Far East, margins have improved, SG&A
spending has been reduced, and segment earnings have increased.
Sales of Other Soft Goods increased $38.6 or 9.2% in 2002 to $457.7
primarily due to the acquisition of Gerber whose infant apparel business is
included in this segment. Sales from the two ongoing divisions of Other Soft
Goods, Intimate Apparel and Recreation Products were down $41.7 or 9.9% from
2001 due to weak customer demand and softness in the camping business.
Segment earnings for 2002, including the facilities realignment costs, were
$16.0 down $2.0 from last year. Excluding Gerber, segment earnings were
$4.7, down $13.3 from the prior year. The decline was due to the decline in
sales of the ongoing divisions, costs to liquidate excess inventories, and
facilities realignment costs of $1.9.
22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
GENERAL CORPORATE. General corporate expenses decreased $3.4 to $42.0 in
2003 from $45.4 in 2002 primarily as a result of decreases in compensation
expense and various other corporate expenses. In addition, cost of sales was
negatively impacted in 2002 related to a purchase accounting write-up of
inventory to fair value for the acquisition of Gerber.
For 2002 general corporate expenses increased $10.0 to $45.4 in 2002 from
$35.4 in 2001 primarily as a result of increased compensation, increased
cost of sales related to the purchase accounting write-up of inventory to
fair value for the acquisition of Gerber and the fact that the other income
from the shift from LIFO to FIFO recorded in other income in 2001 did not
recur in 2002.
23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
- ------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make certain
estimates and assumptions that affect amounts reported in the financial
statements and accompanying notes. Actual results will differ from those
estimates and assumptions and the differences may be material. Significant
accounting policies, estimates and judgments which management believes are
the most critical to aid in fully understanding and evaluating the reported
financial results include the following.
ACCOUNTS RECEIVABLE - RESERVES FOR CHARGEBACKS, ALLOWANCES
- ----------------------------------------------------------
Accounts receivable are recorded net of allowances for bad debts as well as
existing and expected future chargebacks from customers. It is the nature of
the apparel and soft goods industry that suppliers like the Company face
significant pressure from customers in the retail industry to provide
allowances to compensate for customer margin shortfalls. This pressure often
takes the form of customers requiring the Company to provide price
concessions on prior shipments as a prerequisite for obtaining future
orders. Pressure for these concessions is largely determined by overall
retail sales performance and, more specifically, the performance of the
Company's products at retail. To the extent the Company's customers have
more of the Company's goods on hand at the end of the season, there will be
greater pressure for the Company to grant markdown concessions on prior
shipments. The Company's accounts receivable balances are reported net of
expected allowances for these matters based on the historical level of
concessions required and the Company's estimates of the level of markdowns
and allowances that will be required in the coming season in order to
collect the receivables. The Company evaluates the allowance balances on a
continuing basis and adjusts them as necessary to reflect changes in
anticipated allowance activity.
INVENTORY VALUATION
- -------------------
Inventories are recorded at cost. Inventory values are reduced to net
realizable value when there are factors indicating that certain inventories
will not be sold on terms sufficient to recover their cost. The Company's
products can be classified into two types: replenishment and non-
replenishment. Replenishment items are those basics (bras, dress shirts,
infant apparel, etc.) that are not highly seasonal or dependent on fashion
trends. The same products are sold by retailers 12 months a year, and styles
evolve slowly. Retailers generally replenish their stocks of these items as
they are sold. Only a relatively small portion of the Company's business
involves replenishment items.
The majority of the Company's products consist of items that are
non-replenishment as a result of being highly tied to a season or fashion
look. These products are economically "perishable". The value of this
seasonal merchandise might be sufficient for the Company to generate a
profit over its cost at the beginning of its season, but by the end of its
season a few months later the same inventory might be salable only at less
than cost. For these products, the selling season generally ranges from
three to six months. The value may rise again the following year when the
season in which the goods sell approaches - or it may not, depending on the
level of prior year merchandise on the market and on year-to-year fashion
changes.
While some "prior year" merchandise is sold by the Company through its own
outlet stores, the majority of out-of-season inventories must be sold to
off-price retailers and other customers who serve a customer base that will
purchase prior year fashions. The amount, if any, that these customers will
pay for prior year fashions is determined by the desirability of the
inventory itself as well as the general level of prior year goods available
to these customers. The assessment of inventory value, as a result, is
highly subjective and requires an assessment of the seasonality of the
inventory, its future desirability, and future price levels in the
"off-price" sector.
Many of the Company's products are purchased for and sold to specific
customers' orders. Others are purchased in anticipation of selling them to a
specific customer. The loss of a major customer, whether due to the
customer's financial difficulty or other reasons, could have a significant
negative impact on the value of the inventory expected to be sold to that
customer. This negative impact can also extend to purchase obligations for
goods that have not yet been received. These obligations involve product to
be received into inventory over the next one to six months.
24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
ALLOWANCE FOR DOUBTFUL ACCOUNTS
- -------------------------------
The Company maintains an allowance for doubtful accounts receivable for
estimated losses resulting from customers that are unable to meet their
financial obligations. Estimation of the allowance for doubtful accounts by
the Company involves consideration of the financial condition of specific
customers as well as general estimates of future collectibility based on
historical experience and expected future trends. The estimation of these
factors involves significant judgment. In addition, actual collection
experience, and thus bad debt expense, can be significantly impacted by the
financial difficulties of as few as one customer.
MARKET VALUE ASSESSMENTS OF GOODWILL AND INTANGIBLE ASSETS - TIMING AND
- -----------------------------------------------------------------------
AMOUNT OF FUTURE IMPAIRMENT CHARGES
- -----------------------------------
Before the implementation of SFAS No. 142, the values of goodwill and
intangible assets were written off over the period expected to be benefited
through regular amortization charges. Under SFAS No. 142, goodwill and
indefinite-lived intangible assets will no longer be written off through
periodic charges to the income statement over the defined period. Future
impairment charges will be required as and when the value of the reporting
unit becomes less than its book value. The determination of the fair value
of the reporting units is highly subjective, as it is determined largely by
projections of future profitability and cash flows. This evaluation utilizes
discounted cash flow analysis and analyses of historical and forecasted
operating results of the Company's reporting units. The fair value of the
reporting unit as a whole is compared to the book value of the reporting
unit (including goodwill). If a deficiency exists, impairment will be
calculated. Impairment is measured as the difference between the fair value
of the goodwill and its carrying amount. The fair value of goodwill is the
difference between the fair value of the reporting unit as a whole and the
fair value of the reporting unit's individual assets and liabilities. The
annual impairment testing is performed in the fourth quarter, and additional
testing would be necessary if a triggering event were to occur in an interim
period.
Identifiable intangible assets include trademarks, customer base and license
agreements, which are being amortized over their useful lives ranging from 2
to 20 years. Impairment testing of these would occur if and when a
triggering event occurs.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
In June 2001 the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. This statement was adopted by the Company in 2003 and did not
have a material impact on the consolidated financial position, results of
operations or cash flows.
In December 2002 the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosures. The Company applies Accounting
Principles Board (APB) Opinion 25, Accounting for Stock Issued to Employees,
and related interpretations in accounting for its stock option plans. The
disclosure provisions of this statement have been adopted.
In December 2003 the FASB issued SFAS No. 132 (revised 2003), Employers'
Disclosures about Pensions and Other Postretirement Benefits, an amendment
of FASB Statements No. 87, 88, and 106. This statement revises employers'
disclosures about pension plans and other postretirement benefit plans and
requires additional disclosures about the assets, obligations, cash flows,
and net periodic benefit cost of defined benefit pension plans and other
postretirement benefit plans. This statement was adopted by the Company in
2003, and the disclosure requirements are included in financial statement
Note 9.
25
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
FINANCIAL CONDITION
- -------------------
Cash flow from operations is the Company's primary source of liquidity. The
Company uses financial leverage to minimize the overall cost of capital and
maintain adequate operating and financial flexibility. Management monitors
leverage through its debt-to-capital ratio. Working capital management is
monitored primarily by analysis of the Company's investment in accounts
receivable and inventories and by the amount of accounts payable.
LEVERAGE. The debt-to-capital ratio (defined as total debt divided by the
- --------
sum of total debt and total shareholders' equity, or total capital) declined
to 29.9% at January 31, 2004 compared to 35.3% at February 1, 2003 primarily
as a result of cash flow from operations and working capital management.
WORKING CAPITAL. The Company's working capital requirement for inventories
- ---------------
and receivables is significantly influenced by sales patterns, which are
highly seasonal. Inventory levels are highly dependent upon forecasted sales
and order lead times. Receivable levels are a result of the timing of recent
months' sales, customer payment terms, and collection experience.
The CURRENT RATIO (defined as current assets divided by current liabilities)
remained relatively constant at 2.9 to 1 at January 31, 2004 compared to 2.7
to 1 at February 1, 2003.
CASH AND CASH EQUIVALENTS decreased $31.1 to $179.2 at January 31, 2004 from
$210.3 at February 1, 2003. The primary reasons for the decrease in cash and
cash equivalents are the use of $133.8 for acquisitions, $24.1 for capital
expenditures and $31.5 for debt repayments partially offset by net cash flow
from operating activities of $157.8.
ACCOUNTS RECEIVABLE increased $2.7 to $321.5 at January 31, 2004 from $318.8
at February 1, 2003. Excluding the acquisition of Briggs at January 31,
2004, accounts receivable decreased $23.7 (7.4%) from 2002. Days sales
outstanding at January 31, 2004 decreased to 47 days, compared to 51 days at
February 1, 2003.
INVENTORIES decreased $34.5 to $315.9 at January 31, 2004 from $350.4 at
February 1, 2003. Excluding Briggs, inventory decreased $41.6 (11.9%) from
2002. Inventory days on hand decreased to approximately 53 days at January
31, 2004 compared to 56 days at February 1, 2003. The decrease in inventory
levels relates primarily to various initiatives and company wide efforts
surrounding inventory management.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES decreased $10.8 to $300.0 at January
31, 2004 from $310.8 at February 1, 2003. Excluding Briggs ($15.5), accounts
payable and accrued expenses decreased $26.3. This decrease was a result of
lower inventory purchases and decreases in accrued compensation, accrued
income taxes and accrued facilities realignment.
INVESTING ACTIVITIES. Capital expenditures were $24.1 for 2003, $14.5 for
- --------------------
fiscal 2002, and $19.1 in 2001. The Company has also completed the
acquisitions described below. In addition to those described, the Company
continually evaluates possible acquisition candidates as a part of its
ongoing corporate development process. Various potential acquisition
candidates are in different stages of this process.
SUBSEQUENT EVENT. On February 3, 2004 the Company completed the acquisition
of all of the membership interests of Phat Fashions, LLC and Phat Licensing,
LLC (together referred to as Phat). Phat is a licensor of apparel for men,
women and children, athletic shoes and accessories through the Phat Farm and
Baby Phat brands. The acquisition of Phat will add important labels to
Kellwood's portfolio of brands.
The total purchase price for Phat was $140.0 in cash. Part of this amount
was the exercise price for Phat's option to buyout the license from the
menswear licensee for $25.0, which the Company exercised in February 2004.
Additional cash purchase consideration will be due if Phat achieves certain
specified financial performance targets in the future. The Company is in the
process of evaluating the tangible and intangible assets of Phat. The
purchase price allocation for the Phat acquisition will be finalized within
one year of the purchase.
The Phat acquisition will be accounted for under the purchase method of
accounting. Accordingly, the results of Phat will be included in the
consolidated financial statements from the acquisition date. Phat will be
part of the Men's Sportswear segment.
26
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
FISCAL 2003. On February 4, 2003 the Company completed the acquisition of
substantially all the assets of Briggs New York Corp. (Briggs). This
acquisition was accounted for using the purchase method of accounting.
Briggs is a designer and marketer of moderately priced women's apparel. The
results of operations have been included in the Women's Sportswear segment
beginning in 2003.
The purchase price of Briggs was $133.8 in cash and .5 million shares of
Kellwood common stock (valued at $11.9 at the date of acquisition).
Additional cash purchase consideration will be due if Briggs achieves
certain specified financial performance targets over the next four years.
Such consideration, if earned, would be accounted for as goodwill. This
additional cash purchase consideration is calculated based on a formula
applied to operating results. A minimum level of performance must be reached
in order for this additional consideration to be paid. At this minimum level
of performance, additional consideration of $2.0 would be paid for each of
the four years after the acquisition. The amount of consideration increases
with increased levels of earnings. There is no maximum amount of incremental
purchase price. The additional consideration for 2003 is estimated at
approximately $8.4, which resulted in an increase to goodwill in the fourth
quarter.
FISCAL 2002. On June 25, 2002 the Company completed its acquisition of
Gerber Childrenswear, Inc. (Gerber) for approximately $18.2 in cash, net of
cash acquired of $50.9, and 2.3 million shares of the Company's common stock
valued at $68.2. This acquisition has been accounted for using the purchase
method of accounting. The Hosiery operations of Gerber are included in
discontinued operations (see financial statement Note 3), and the children's
apparel business is included in the Other Soft Goods Segment.
The purchase price allocation for the Gerber acquisition was finalized
during 2003. The finalization of the purchase price did not result in any
significant change to the preliminary purchase price allocation. See
financial statement Note 2 for more detail.
In April 2002 the Company entered into a transaction with Casual Male Retail
Group, Inc. (NASDAQ: CMRG). Pursuant to this transaction the Company
acquired an $11.0, 5% Subordinated Note and signed a seven-year Sourcing
Agreement under which Kellwood will produce men's sportswear, activewear and
furnishings for the nationwide chain of Casual Male stores. The payment
terms require periodic principal and interest payments through April 2007 at
which time the note expires.
FINANCING ACTIVITIES. Long-term financings are arranged as necessary to meet
the Company's anticipated capital requirements, with the timing, principal
amount and terms depending on the prevailing securities markets generally
and the market for the Company's debt in particular.
In December 2001 Standard & Poor's (S&P) lowered its ratings on the
Company's long-term debt securities to "BBB-". In November 2002 S&P
reaffirmed its BBB- rating with a "negative outlook". In March 2002 Moody's
Investors Service lowered its rating on the Company's long-term debt
securities to "Ba1" with a "stable outlook". Management does not expect
these ratings to have a significant impact on the Company's ability to meet
its needs for funding of operations or future acquisitions nor did they have
any impact on covenants contained in the existing debt agreements.
On April 30, 2002 the Company executed a $240.0 3-year committed, unsecured
bank credit facility with Bank of America as lead arranger and other
participating banks (2002 Facility). On January 31, 2003 this credit
facility was increased to $280.0. The 2002 Facility can be used for
borrowings and/or letters of credit. Borrowings under the 2002 Facility bear
interest at a spread of approximately 1.45% over LIBOR. At January 31, 2004
there were no outstanding short-term loans under the facility. Letters of
credit outstanding at that date were $72.0. In conjunction with the
execution of the 2002 Facility, the Company cancelled the prior existing
$350.0 bank credit facility. This credit facility had been scheduled to
terminate on August 31, 2002.
27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
In addition, the Company maintains informal uncommitted lines of credit with
two banks, which totaled $20.0 at January 31, 2004. There were no borrowings
under these uncommitted lines at January 31, 2004.
Management believes that the operating, cash and equity position of the
Company will continue to provide the capital flexibility necessary to fund
future opportunities and to meet existing obligations.
DISCLOSURES CONCERNING "OFF-BALANCE SHEET" ARRANGEMENTS. A Singaporean
manufacturing joint venture 50% owned by the Company has a $5.3 credit
facility. The Company has guaranteed one half of the amount of any borrowing
under this facility not otherwise paid when due by the joint venture. $2.3
was outstanding under this facility at January 31, 2004.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
A summary of the Company's long-term obligations at January 31, 2004 is as
follows:
Future payments due by period
-----------------------------
Less than 1 - 3 4 - 5 After
1 year Years Years 5 years Total
--------- --------- --------- --------- --------
Long-term debt $ 2 $ 2 $ - $ 270 $ 274
Capital lease obligations 1 - - - 1
Operating lease obligations 30 44 25 3 102
Minimum royalty/
advertising obligations 18 51 39 1 109
Purchase orders/commitments 316 - - - 316
Contingent purchase price - Briggs(1) 8 - - - 8
Deferred compensation 1 2 2 14 19
Unfunded pension obligations:
Defined benefit plans 1 2 2 6 11
Multiemployer plans' exit
liability 1 2 2 5 10
--------- --------- --------- --------- --------
Total $ 378 $ 103 $ 70 $ 299 $ 850
========= ========= ========= ========= ========
(1) Additional cash purchase consideration will be due if Briggs achieves
certain specified financial performance targets during fiscal years 2003
through 2006. Such consideration, if earned, would be accounted for as
additional goodwill. This additional cash purchase consideration is
calculated based on a formula applied to operating results. A minimum level
of performance must be reached in order for this additional consideration to
be paid. At this minimum level of performance, additional consideration of
$2.0 would be paid for each of the four years after the acquisition. The
amount of consideration increases with increased levels of earnings. There
is no maximum amount of incremental purchase price.
The timing of payment of the deferred compensation is based on the
individual participants' payment elections and the timing of their
retirement or termination. There are 118 participants in the deferred
compensation plan. The timing of the pension funding obligations associated
with the Company's frozen defined benefit pension plans and exit obligations
under multiemployer pension plans as discussed in financial statement Note 9
is dependent on a number of factors including investment results and other
factors that contribute to future pension expense.
28
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
PENSION PLAN TERMINATION:
During 2000 the Company terminated the Kellwood Company Pension Plan (the
Plan). In connection with this termination, the Company amended the Plan to
freeze benefits under the plan effective August 31, 2000 and to fully vest
all current participants. The Plan purchased annuity contracts to fund the
benefits of all current retirees and terminated vested participants; and the
Plan purchased annuities for or made distributions to all current
participants, as directed by the participants. The Company obtained approval
from the Internal Revenue Service of the tax aspects of the plan
termination.
As a result of this termination, the Company recognized a gain of
approximately $4 (net of income and excise taxes) in the quarter ended
February 3, 2001. The Company received approximately $41 in excess cash from
the Plan (after payment of related excise and income taxes) in April 2001.
Additionally, the Company pre-funded approximately $33 of 401(k) plan
company match contributions for its participating employees from the Plan
assets.
SHARE REPURCHASES:
In September 2000 the Board of Directors authorized the Company to
repurchase up to an additional ten percent of the outstanding shares of its
Common Stock (up to approximately 2.27 million shares) in the open market or
through privately negotiated transactions at management's discretion and
depending on market conditions. Any purchases pursuant to this authorization
will be financed out of the Company's cash resources. As discussed in
financial statement Note 6, certain debt covenants may limit purchases under
this authorization. No purchases have been made pursuant to this
authorization.
29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
MARKET RISK SENSITIVITY AND INFLATION RISKS
- -------------------------------------------
FOREIGN CURRENCY RISK. The Company does not believe that it has significant
foreign currency transactional exposures. Almost all of the Company's sales
are denominated in U.S. dollars. Most of the Company's purchases are
denominated in U.S. dollars. A significant amount of the Company's
underlying sourcing and production costs would be impacted by changes in
local currencies. Sourcing is not concentrated in any one foreign country.
The largest single country is less than fifteen percent. The impact of a ten
percent unfavorable change in the exchange rate of the U.S. dollar against
the prevailing market rates of the foreign currencies in which the Company
does have transactional exposures would be immaterial. In addition, there
are discussions about strengthening the Chinese Renminbi against the U.S.
dollar. If this were to occur and subject to the extent of the revaluation,
the Company does not believe it will have a material impact on the financial
position or results of operations. These foreign currency risks are similar
to those experienced by the Company's competitors.
INTEREST RATE RISK. Interest rate risk is managed through the maintenance of
a portfolio of variable- and fixed-rate debt composed of short- and
long-term instruments. The objective is to maintain a cost-effective mix
that management deems appropriate. At January 31, 2004, the Company's debt
portfolio was composed of approximately 2% variable-rate debt and 98%
fixed-rate debt. Kellwood's strategy regarding management of its exposure to
interest rate fluctuations did not change significantly during 2003.
Management does not expect any significant changes in its exposure to
interest rate fluctuations or in how such exposure is managed the coming
year.
Various financial instruments issued by the Company are sensitive to changes
in interest rates. Market interest rate changes would result in increases or
decreases in the market value of the Company's fixed-rate debt. With respect
to the Company's fixed-rate debt outstanding at January 31, 2004, a 10%
increase in interest rates would have resulted in approximately a $12
decrease in the market value of Kellwood's fixed-rate debt; a 10% decrease
in interest rates would have resulted in approximately a $12 increase in the
market value of Kellwood's fixed-rate debt. With respect to the Company's
variable-rate debt, a 10% change in interest rates would have had an
immaterial impact on the Company's interest expense for 2003, as the Company
had no significant borrowings at variable rates during 2003.
COMMODITY PRICE RISK. Kellwood is subject to commodity price risk arising
from price fluctuations in the market prices of sourced garments and the
various raw materials that comprise its manufactured products (synthetic
fabrics, woolens, denim, cotton, etc.). The Company is subject to commodity
price risk to the extent that any fluctuations in the market prices of its
purchased garments and raw materials are not reflected by adjustments in
selling prices of its products or if such adjustments significantly trail
changes in these costs. Historically, there have been no significant risks
due to commodity price fluctuations. Kellwood does not use derivative
instruments in the management of these risks.
INFLATION RISK. Kellwood's inflation risks are managed by each business unit
through selective price increases when possible, productivity improvements,
and cost-containment measures. Management does not believe that inflation
risk is material to the Company's business or its consolidated financial
position, results of operations or cash flows.
30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
CAUTIONARY NOTE CONCERNING FACTORS THAT MAY AFFECT FUTURE RESULTS
- -----------------------------------------------------------------
This Annual Report contains statements which, to the extent they are not
statements of historical or present fact, constitute "forward-looking
statements" within the meaning of the Securities Act of 1933, the Securities
Exchange Act of 1934, and the Private Securities Litigation Reform Act of
1995. These forward-looking statements represent the Company's expectations
or beliefs concerning future events and are based on various assumptions and
subject to a wide variety of risks and uncertainties. Although the Company
believes that its expectations reflected in the forward-looking statements
are reasonable, it cannot and does not give any assurance that such
expectations will prove to be correct.
The Company's forward-looking statements are based on certain assumptions,
and the Company's operations are subject to various risks and uncertainties.
Any one of these factors or any combination of these factors could
materially affect the results of the Company's operations and cause actual
results to differ materially from the Company's expectations. These factors
include but are not limited to:
o changes in the retail environment. With the growing trend towards
retail trade consolidation, the Company is increasingly dependent
upon key retailers whose bargaining strength and share of the
Company's business is growing. Accordingly, the Company faces
greater pressure from these customers to provide more favorable
trade terms. The Company can be negatively affected by changes in
the policies or negotiating positions of its customers. The
inability of the Company to develop satisfactory programs and
systems to satisfy these customers could adversely affect operating
results in any reporting period.
o the economic effects of the uncertainty through 2004 and early 2005
caused by the elimination of quota and the uncertainty as to the
effect of safeguards, if any, put in place on Chinese imports into
the U.S.
o changes in the relative performance of the Company's business units
that could have an adverse impact on the business unit's forecasted
cash flows, resulting in goodwill impairment charges.
o changes in trends in the market segments in which the Company
competes;
o the performance of the Company's products within the prevailing
retail environment;
o customer acceptance of both new designs and newly introduced
product lines;
o actions of competitors that may impact the Company's business;
o financial or operational difficulties encountered by customers or
suppliers;
o the economic impact of uncontrollable factors, such as terrorism
and war;
o disruptions to transportation systems or shipping lanes used by the
Company or its suppliers;
o continued satisfactory relationships with licensees and licensors
of trademarks and brands;
o ability to generate sufficient sales and profitability related to
licensing agreements that contain significant minimum royalty
payments;
o the impact of economic changes such as:
- the overall level of consumer spending for apparel,
- national and regional economic conditions,
- inflation or deflation,
- changes in oil prices, including their impact on fabric
prices and/or transportation costs;
- currency exchange fluctuations, and
- changes in interest rates and other capital market
conditions;
o stable governments and business conditions in the nations where the
Company's products are manufactured;
o the scope, nature or impact of acquisition activity and the ability
to effectively integrate acquired operations; and
o changes in the Company's plans, strategies, objectives,
expectations and intentions that may happen at any time at the
discretion of the Company.
The reader is also directed to the Company's periodic filings with the
Securities and Exchange Commission for additional factors that may impact
the Company's results of operations and financial condition.
31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (continued)
-------------------------------------
(Dollars in Millions, except per share data)
The words "believe", "expect", "will", "estimate", "project", "forecast",
"should", "anticipate" and similar expressions may identify forward-looking
statements. Additionally, all statements other than statements of historical
facts included in this Annual Report are forward-looking.
Forward-looking statements are not guarantees, as actual results could
differ materially from those expressed or implied in forward-looking
statements. The Company specifically disclaims any obligation to publicly
update, modify, retract or revise any forward-looking statements, whether as
a result of new information, future events or otherwise. All forward-looking
statements contained herein, the entire contents of the Company's website,
and all subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf, are expressly qualified in
their entirety by this cautionary statement.
32
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
CONSOLIDATED STATEMENT OF EARNINGS
----------------------------------
(Amounts in thousands, except per share data)
2003 2002 2001
------------- ------------- -------------
Net sales $ 2,346,481 $ 2,166,554 $ 2,281,763
Costs and expenses:
Cost of products sold 1,845,202 1,733,560 1,851,153
Selling, general and administrative expenses 357,639 324,438 327,273
Amortization of goodwill and intangible assets 9,532 5,775 9,383
Provision for business and facilities realignment - 12,086 -
Interest expense 25,051 27,884 34,823
Interest (income) and other, net (1,418) (50) (1,199)
------------- ------------- -------------
Earnings before income taxes 110,475 62,861 60,330
Income taxes 37,838 21,598 22,600
------------- ------------- -------------
Net earnings from continuing operations 72,637 41,263 37,730
------------- ------------- -------------
Net earnings (loss) from
discontinued operations, net of tax (1,552) 747 -
------------- ------------- -------------
Net earnings $ 71,085 $ 42,010 $ 37,730
============= ============= =============
Weighted average shares outstanding:
Basic 26,499 24,564 22,761
Diluted 27,100 24,872 22,912
Earnings (loss) per share:
Basic
Continuing operations $ 2.74 $ 1.68 $ 1.66
Discontinued operations (.06) .03 -
------------- ------------- -------------
Net earnings $ 2.68 $ 1.71 $ 1.66
============= ============= =============
Diluted
Continuing operations $ 2.68 $ 1.66 $ 1.65
Discontinued operations (.06) .03 -
------------- ------------- -------------
Net earnings $ 2.62 $ 1.69 $ 1.65
============= ============= =============
See notes to consolidated financial statements.
33
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
CONSOLIDATED BALANCE SHEET
--------------------------
(Amounts in thousands, except per share data)
January 31, 2004 February 1, 2003
---------------- ----------------
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 179,155 $ 210,323
Receivables, net 321,455 318,832
Inventories 315,935 350,386
Prepaid taxes and expenses 66,328 40,236
Current assets of discontinued operations - 22,354
---------------- ----------------
Total current assets 882,873 942,131
Property, plant and equipment:
Land 2,478 2,228
Buildings and improvements 102,773 100,016
Machinery and equipment 122,261 125,929
Capitalized software 49,944 44,025
---------------- ----------------
Total property, plant and equipment 277,456 272,198
Less accumulated depreciation and amortization (180,658) (172,844)
---------------- ----------------
Property, plant and equipment, net 96,798 99,354
Intangible assets, net 116,102 57,975
Goodwill 165,518 102,224
Other assets 30,783 44,519
Long-term assets of discontinued operations - 8,376
---------------- ----------------
Total assets $ 1,292,074 $ 1,254,579
================ ================
LIABILITIES AND SHAREOWNERS' EQUITY
- -----------------------------------
Current liabilities:
Current portion of long-term debt $ 2,743 $ 26,596
Notes payable - 636
Accounts payable 179,024 179,731
Accrued salaries and employee benefits 50,790 54,730
Other accrued expenses 70,196 76,300
Current liabilities of discontinued operations 2,333 14,692
---------------- ----------------
Total current liabilities 305,086 352,685
Long-term debt 271,877 278,115
Deferred income taxes and other 71,729 61,975
Long-term liabilities of discontinued operations - 2,685
Shareowners' equity:
Common stock, par value $.01 per share, 50,000 shares authorized,
26,850 shares issued and outstanding (25,574 at February 1, 2003) 247,684 214,826
Retained earnings 510,329 456,226
Accumulated other comprehensive income (11,621) (11,090)
Less treasury stock, at cost, 6,690 shares (6,668 at February 1,
2003) (103,010) (100,843)
---------------- ----------------
Total shareowners' equity 643,382 559,119
---------------- ----------------
Total liabilities and shareowners' equity $ 1,292,074 $ 1,254,579
================ ================
See notes to consolidated financial statements.
34
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(Amounts in thousands)
2003 2002 2001
------------- ------------- -------------
OPERATING ACTIVITIES:
Net earnings $ 71,085 $ 42,010 $ 37,730
Add/(deduct) items not affecting operating cash flows:
Depreciation and amortization 35,938 32,008 32,419
Non-cash portion of restructuring charge - 6,064 -
401(k) contribution previously funded 4,403 5,173 3,675
Deferred income taxes and other 19,364 4,314 3,639
Changes in working capital components:
Receivables, net 31,563 17,205 50,323
Inventories 58,158 51,167 140,691
Prepaid taxes and expenses (24,718) (3,082) 2,452
Accounts payable and accrued expenses (37,967) 64,114 (11,909)
------------- ------------- -------------
Net cash from operating activities 157,826 218,973 259,020
------------- ------------- -------------
INVESTING ACTIVITIES:
Additions to property, plant and equipment (24,074) (14,510) (19,133)
Termination of defined benefit pension plan, net of taxes - - 41,101
Acquisitions, net of cash acquired (142,975) (18,150) (3,802)
Dispositions of fixed assets 5,693 5,238 990
Subordinated note receivable 2,062 (11,000) -
------------- ------------- -------------
Net cash from investing activities (159,294) (38,422) 19,156
------------- ------------- -------------
FINANCING ACTIVITIES:
Reduction of notes payable (636) (6,976) (110,090)
Reduction of long-term debt (30,891) (22,968) (98,463)
Stock transactions under incentive plans 18,809 6,028 3,749
Dividends paid (16,982) (15,551) (14,570)
------------- ------------- -------------
Net cash from financing activities (29,700) (39,467) (219,374)
------------- ------------- -------------
Net increase / (decrease) in cash and cash equivalents (31,168) 141,084 58,802
Cash and cash equivalents - beginning of year 210,323 69,239 10,437
------------- ------------- -------------
Cash and cash equivalents - end of year $ 179,155 $ 210,323 $ 69,239
============= ============= =============
Significant non-cash investing and financing activities:
Issuance of stock for acquisitions $ 11,891 $ 68,185 $ -
============= ============= =============
Supplemental Cash Flow Information:
Interest paid $ 27,436 $ 26,411 $ 35,742
Income taxes paid 41,339 13,597 47,186
See notes to consolidated financial statements.
35
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
CONSOLIDATED STATEMENT OF SHAREOWNERS' EQUITY
---------------------------------------------
(Dollars in thousands, except per share data)
- -----------------------------------------------------------------------------------------------------------------------------------
Accumulated Total
Common Common Treasury Other Share-
Shares Stock Stock Retained Comprehensive owners'
Outstanding Amount Amount Earnings Income (Loss) Equity
----------- ---------- ---------- ---------- ------------- ----------
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE, FEBRUARY 3, 2001 22,690,576 $ 168,171 $ (133,110) $ 406,607 $ (10,572) $ 431,096
Net earnings 37,730 37,730
Unrecognized (loss) on derivatives (40) (40)
Foreign currency translation adjustment (1,266) (1,266)
----------
Total comprehensive income 36,424
Cash dividends declared, $.64 per share (14,570) (14,570)
Shares issued under stock plans 257,836 4,839 204 5,043
Treasury stock acquired in conjunction
with incentive plans (40,078) (1,294) (1,294)
----------- ---------- ---------- ---------- ---------- ----------
BALANCE, FEBRUARY 2, 2002 22,908,334 173,010 (134,200) 429,767 (11,878) 456,699
Net earnings 42,010 42,010
Unrecognized (loss) on derivatives (65) (65)
Foreign currency translation adjustment 1,372 1,372
Minimum pension liability adjustment, net
of income tax benefit of $318 (519) (519)
----------
Total comprehensive income 42,798
Cash dividends declared, $.64 per share (15,551) (15,551)
Shares issued in connection
with the acquisition of
Gerber Childrenswear, Inc. 2,343,924 32,836 35,349 68,185
Shares issued under stock plans 388,051 8,980 8,980
Treasury stock acquired in conjunction
with incentive plans (66,651) (1,992) (1,992)
----------- ---------- ---------- ---------- ---------- ----------
BALANCE, FEBRUARY 1, 2003 25,573,658 214,826 (100,843) 456,226 (11,090) 559,119
Net earnings 71,085 71,085
Unrecognized (loss) on derivatives (84) (84)
Foreign currency translation adjustment 543 543
Minimum pension liability adjustment, net
of income tax benefit of $468 (990) (990)
----------
Total comprehensive income 70,554
Cash dividends declared, $.64 per share (16,982) (16,982)
Shares issued in connection
with the acquisition of
Briggs New York Corp. 500,000 11,891 11,891
Shares issued under stock plans 798,640 20,967 20,967
Treasury stock acquired in conjunction
with incentive plans (22,115) (2,167) (2,167)
----------- ---------- ---------- ---------- ---------- ----------
BALANCE, JANUARY 31, 2004 26,850,183 $ 247,684 $ (103,010) $ 510,329 $ (11,621) $ 643,382
=========== ========== ========== ========== ========== ==========
Accumulated other comprehensive income at January 31, 2004 includes:
Unrecognized (loss) on derivatives $ (190)
Foreign currency translation adjustment (9,922)
Minimum pension liability adjustment, net
of income tax benefits of $786 (1,509)
----------
Total accumulated other comprehensive income $ (11,621)
==========
See notes to consolidated financial statements.
36
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(Dollars in thousands, except per share data)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) DESCRIPTION OF BUSINESS: Kellwood Company and its subsidiaries (the
Company) are marketers of women's and men's sportswear, intimate apparel,
and infant apparel as well as recreational camping products. The Company
markets branded as well as private label products and markets to all channels
of distribution with product specific to the particular channel. Kellwood
markets products under many brands, some of which are owned by the Company,
and others are used by the Company under licensing agreements. Approximately
80% of the Company's products are sourced from contract manufacturers,
primarily in Asia. Products are manufactured to meet the Company's product
specifications and labor standards. In addition, the Company manufactures
certain products in its own plants located in Asia, Mexico, and Central America.
(B) BASIS OF PRESENTATION: The consolidated financial statements include the
accounts of the Company and all majority-owned subsidiaries. Substantially
all foreign subsidiaries are consolidated based upon a fiscal year ending
December 31 due to the timing of receipt of financial information. All
significant intercompany accounts and transactions have been eliminated. The
amounts and disclosures included in the notes to the consolidated financial
statements, unless otherwise indicated, are presented on a continuing
operations basis.
(C) FISCAL YEAR: The Company's fiscal year ends on the Saturday nearest
January 31. References to the Company's fiscal years represent the
following:
FISCAL YEAR REPRESENTS
----------- ----------
2003 the 52 weeks ending January 31, 2004
2002 the 52 weeks ended February 1, 2003
2001 the 52 weeks ended February 2, 2002
(D) USE OF ESTIMATES: The preparation of financial statements in conformity
with generally accepted accounting principles requires that management make
estimates and assumptions that affect amounts reported in the financial
statements and accompanying notes. Actual results may differ from those
estimates and assumptions.
(E) CASH AND CASH EQUIVALENTS: All highly liquid short-term time deposits
with original maturities of three months or less maintained under cash
management activities are considered cash equivalents. The effect of foreign
currency exchange rate fluctuations on cash and time deposits was not
significant for 2003, 2002, or 2001.
(F) ACCOUNTS RECEIVABLE AND CONCENTRATION OF CREDIT RISK: The Company
maintains an allowance for accounts receivable estimated to be
uncollectible. The activity in this allowance is summarized as follows:
2003 2002 2001
----------- ----------- -----------
Balance, beginning of year $ 6,482 $ 8,729 $ 10,025
Provision for bad debts 1,728 2,236 2,992
Bad debts written off (3,502) (4,483) (4,288)
----------- ----------- -----------
Balance, end of year $ 4,708 $ 6,482 $ 8,729
=========== =========== ===========
The provision for bad debts is included in selling, general and administrative
expense. Substantially all of the Company's trade receivables are derived from
sales to retailers. The Company performs ongoing credit evaluations of its
customers' financial condition and requires collateral as deemed necessary.
Customers that accounted for more than ten percent of the Company's
consolidated net sales during 2003, 2002 and 2001 are as follows:
Percent of Sales Accounts Receivable
------------------------------------------ ---------------------
2003 2002 2001 1/31/04
----------- ----------- ----------- ---------------------
Customer A 10% 11% 11% $ 51,034
Customer B 8% 10% 9% $ 23,666
Sales to customer A occurred in Women's Sportswear, Men's Sportswear and
Other Soft Goods. Sales to customer B occurred in Women's Sportswear and
Other Soft Goods.
37
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
(G) INVENTORIES: Inventories are stated at the lower of cost or market. Cost
is determined on the first-in, first-out (FIFO) basis. The cost of inventory
includes manufacturing or purchase cost as well as sourcing, pre-production,
transportation, duty and other processing costs associated with acquiring,
importing and preparing inventory for sale. Inventory costs are included in
cost of products sold at the time of their sale. In addition to inventory
costs, other costs included in cost of products sold are royalties for
licensed brand names and distribution costs. Product development costs are
expensed when incurred. Inventory values are reduced to net realizable value
when there are factors indicating that certain inventories will not be sold
on terms sufficient to recover their cost.
In the first quarter of 2001 the Company changed its method of determining
cost for certain domestic inventories (representing approximately 29% of
inventories) from last-in, first-out (LIFO) to FIFO. This resulted in other
income of $3,419 (pretax) which was not considered material to require
restatement of prior years' income statements.
Inventories consist of the following:
2003 2002
----------- -----------
Finished goods $ 240,856 $ 273,143
Work in process 36,407 37,522
Raw materials 38,672 39,721
----------- -----------
Total $ 315,935 $ 350,386
=========== ===========
Net of obsolescence reserves of $ 29,949 $ 31,153
=========== ===========
(H) PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment are stated
at cost. Certain domestic facilities are leased under long-term capital
leases which have been capitalized at the beginning of the lease term at the
present value of the minimum lease payments.
Depreciation is computed generally on the declining balance method over
estimated useful lives of 15 to 40 years for buildings and of 3 to 10 years
for machinery and equipment. Leasehold improvements are amortized
principally on the straight-line basis over the shorter of their estimated
useful lives or the remaining lease term. Capitalized software is amortized
on the straight-line basis over the estimated economic useful life of the
software, generally 2 to 7 years. Depreciation expense was $25,703, $25,330,
and $23,036 for 2003, 2002 and 2001, respectively. This includes computer
software amortization of $7,007, $5,976 and $4,626 for 2003, 2002 and 2001,
respectively.
(I) GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill is recorded when the
consideration paid for an acquisition exceeds the fair value of identifiable
net tangible and identifiable intangible assets acquired. Goodwill was
amortized through 2001 over periods of 10 to 20 years. Beginning in 2002,
with the adoption of Statement of Financial Accounting Standards (SFAS) No.
142, Goodwill and Other Intangible Assets, goodwill and other
indefinite-lived intangible assets were no longer amortized, but will be
reviewed for impairment at least annually and if a triggering event were to
occur in an interim period. The fair value of the reporting unit as a whole
is compared to the book value of the reporting unit (including goodwill). If
a deficiency exists, impairment will be calculated. Impairment is measured
as the difference between the fair value of the goodwill and its carrying
amount. The fair value of goodwill is the difference between the fair value
of the reporting unit as a whole and the fair value of the reporting unit's
individual assets and liabilities. The initial impairment evaluation was
completed in the first quarter of 2002, and no impairment was indicated. The
annual impairment testing is performed in the fourth quarter. In 2003 and
2002, no impairment was indicated. There were no triggering events that
occurred during the year that required testing other than the annual test.
This evaluation utilized discounted cash flow analysis and multiple analyses
of the historical and forecasted operating results of the Company's
reporting units. See Note 5 for more information on SFAS No. 142 and
accounting for goodwill.
Identifiable intangible assets are valued and assigned lives based on
independent appraisals. Identifiable intangible assets include trademarks,
customer base, and license agreements, which are being amortized over their
useful lives ranging from 2 to 20 years.
38
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
(J) IMPAIRMENT OF ASSETS: The Company reviews long-lived assets, goodwill
and other intangibles regularly to determine whether facts and circumstances
exist which indicate that the asset useful life is shorter than previously
estimated or the carrying amount may not be recoverable from future
operations based on discounted expected future cash flows. Impairment losses
are recognized in operating results when discounted expected future cash
flows are less than the carrying value of the asset.
(K) FAIR VALUE DISCLOSURE FOR FINANCIAL INSTRUMENTS: The Company's financial
instruments consist of cash equivalents, accounts receivable, notes
receivable, notes payable, and long-term debt. For cash equivalents and
notes payable the carrying amount approximates fair value. Based on quoted
market prices obtained through independent pricing sources for the same or
similar types of borrowing arrangements, the Company's long-term debt has a
market value that approximates its book value at January 31, 2004 and
February 1, 2003.
(L) FOREIGN CURRENCY TRANSLATION: The local currency is the functional
currency for all foreign operations. The financial statements of these
operations are translated into United States dollars using period-end rates
of exchange for assets and liabilities and average rates of exchange for
income and expenses. Adjustments resulting from translation are accumulated
in the Accumulated Other Comprehensive Income component of Shareowners'
Equity. Gains or losses from foreign currency transactions are included in
income in the period in which they occur. The net foreign currency gains and
losses recognized in 2003, 2002, and 2001 were not significant.
(M) REVENUE RECOGNITION: Sales are recognized when goods are shipped in
accordance with customer orders. The estimated amounts of sales discounts,
returns and allowances are accounted for as reductions of sales when the
associated sale occurs. These estimated amounts are adjusted periodically
based on changes in facts and circumstances when the changes become known to
the Company. Accrued discounts and allowances were $65,255 at January 31,
2004, and $60,575 at February 1, 2003, and are included as an offset to
accounts receivable in the balance sheet. Amounts billed to customers for
shipping and handling, and the related costs, are not significant.
The Company's stated terms are FOB shipping point. There is no stated
obligation to customers after shipment, other than specifically set forth
allowances or discounts that are accrued at the time of sale. The rights of
inspection or acceptance contained in certain sales agreements are limited
to whether the goods received by the Company's customers are in conformance
with the order specifications.
(N) ADVERTISING: The Company provides cooperative advertising allowances to
certain of its customers. These allowances are accounted for as reductions
in sales as discussed in "Revenue Recognition" above. Company-directed
advertising is expensed as incurred and was less than $10,000 in each of the
years 2003, 2002, and 2001.
(O) INCOME TAXES: Income taxes are based upon income for financial reporting
purposes. Deferred income taxes are recognized for the effect of temporary
differences between financial and tax reporting in accordance with the
requirements of SFAS No. 109, Accounting for Income Taxes.
(P) STOCK-BASED COMPENSATION: The Company has two stock-based employee
compensation plans which are described more fully in Note 10. These plans
are accounted for under the recognition and measurement principles of
Accounting Principles Board (APB) Opinion 25, Accounting for Stock Issued to
Employees, and related interpretations. The Company has adopted the
disclosure-only provisions of SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. No stock-based employee compensation
cost is reflected in the Consolidated Statement of Earnings, as all options
granted under these plans had an exercise price equal to the market value of
the underlying common stock on the date of grant.
39
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
The following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of
SFAS No. 123, Accounting for Stock-Based Compensation.
2003 2002 2001
----------- ----------- -----------
Net earnings from continuing operations as reported $ 72,637 $ 41,263 $ 37,730
Stock-based employee compensation expense
determined under fair value-based method for
all stock option awards, net of tax effect (2,677) (2,654) (2,155)
----------- ----------- -----------
Pro-forma net earnings from continuing operations $ 69,960 $ 38,609 $ 35,575
=========== =========== ===========
Earnings per share from continuing operations:
Basic, as reported $ 2.74 $ 1.68 $ 1.66
Basic, pro-forma $ 2.64 $ 1.57 $ 1.57
Diluted, as reported $ 2.68 $ 1.66 $ 1.65
Diluted, pro-forma $ 2.58 $ 1.55 $ 1.56
Further discussion of the methodology and key assumptions used in developing
the option fair values, as well as other information regarding the option
plans, is included in Note 10.
(Q) RECLASSIFICATIONS: Certain amounts in the prior years' financial
statements have been reclassified to conform to the current year's
presentation.
(R) NEW ACCOUNTING STANDARDS:
In June 2001 the Financial Accounting Standards Board (FASB) issued SFAS No.
143, Accounting for Asset Retirement Obligations. This statement was adopted
by the Company in 2003 and did not have a material impact on the
consolidated financial position, results of operations or cash flows.
In December 2002 the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosures. The Company applies APB 25 and
related interpretations in accounting for its stock option plans. The
disclosure provisions of SFAS No. 148 have been adopted and are presented in
Note 1, section P.
In December 2003 the FASB issued SFAS No. 132 (revised 2003), Employers'
Disclosures about Pensions and Other Postretirement Benefits, an amendment
of FASB Statements No. 87, 88, and 106. This statement revises employers'
disclosures about pension plans and other postretirement benefit plans and
requires additional disclosures about the assets, obligations, cash flows,
and net periodic benefit cost of defined benefit pension plans and other
postretirement benefit plans. This statement was adopted by the Company in
2003. The disclosure requirements are included in Note 9.
NOTE 2. BUSINESS COMBINATIONS
On February 3, 2004 the Company completed the acquisition of all of the
membership interests of Phat Fashions, LLC and Phat Licensing, LLC (together
referred to as Phat). Phat is a licensor of apparel for men, women and
children, athletic shoes and accessories through the Phat Farm and Baby Phat
brands. The acquisition of Phat will add important labels to Kellwood's
portfolio of brands.
The total purchase price for Phat was $140,000 in cash. Part of this amount
was the exercise price for Phat's option to buyout the license from the
menswear licensee for $25,000, which the Company exercised in February 2004.
Additional cash purchase consideration will be due if Phat achieves certain
specified financial performance targets in the future. The Company is in the
process of evaluating the tangible and intangible assets and expects the
purchase price allocations to be finalized within one year of the purchase.
The Phat acquisition will be accounted for under the purchase method of
accounting. Accordingly, the results of Phat will be included in the
consolidated financial statements from the acquisition date. Phat will be
part of the Men's Sportswear Segment.
On February 4, 2003 the Company completed the acquisition of substantially
all of the assets of Briggs New York Corp. (Briggs). Briggs is a leading
provider of women's pants and skirts for the moderate market to department
stores and national chains.
40
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
The purchase price for Briggs was $133,823 in cash and .5 million shares of
Kellwood common stock valued at $11,891. Additional cash purchase
consideration will be due if Briggs achieves certain specified financial
performance targets over the next four years. Such consideration, if earned,
would be accounted for as additional goodwill. This additional cash purchase
consideration is calculated based on a formula applied to operating results.
A minimum level of performance must be reached in order for this additional
consideration to be paid. At this minimum level of performance, additional
consideration of $2,000 would be paid for each of the four years after the
acquisition. The amount of consideration increases with increased levels of
earnings. There is no maximum amount of incremental purchase price. The
additional consideration for 2003 is estimated at approximately $8,400,
which resulted in an increase to goodwill in the fourth quarter of 2003.
The following table summarizes the fair value of the assets acquired and
liabilities assumed at the date of acquisition and represents the final
allocation of the purchase price.
Cash $ 2,434
Other current assets 37,764
Property, plant & equipment 1,064
Other non-current assets 113
Intangible assets 67,878
Goodwill 54,493
-----------
Total assets acquired 163,746
===========
Current liabilities 18,032
-----------
Net assets acquired $ 145,714
===========
Identified intangible assets related to the acquisition of Briggs have been
classified as tradenames ($32,011) and customer relationships ($35,867) with
expected lives of 20 years each, based on an independent appraisal.
The Briggs acquisition has been accounted for under the purchase method of
accounting. Accordingly, the results of Briggs are included in the
consolidated financial statements from the acquisition date. Briggs is part
of the Women's Sportswear Segment.
On June 25, 2002 the Company completed the acquisition of Gerber
Childrenswear, Inc. (Gerber). The Company believes that Gerber provides
Kellwood with a platform for growth into the $25 billion children's apparel
market. Gerber produces infant and toddler apparel under the Gerber(R), Baby
Looney Tunes(TM), Little Suzy's Zoo(R), and Curity(R) licensed brand names,
as well as under its own Onesies(R) label. Offerings include sleepwear,
underwear, bedding and bath products, which are sold through mass-market
channels of distribution.
The purchase price for Gerber was approximately $18,150 in cash, net of cash
acquired of $50,890, and 2.3 million shares of Kellwood common stock valued
at $68,185. During the first half of 2003, the Company finalized the Gerber
purchase price allocation, and there were no significant changes from the
preliminary purchase price allocation.
The Gerber acquisition has been accounted for under the purchase method of
accounting. Accordingly, the results of Gerber are included in the
consolidated financial statements from the acquisition date. Gerber's
hosiery business is part of discontinued operations (see Note 3), and the
children's apparel business is part of the Other Soft Goods Segment.
The Company's unaudited consolidated results of operations on a pro-forma
basis for 2001 assuming the acquisition of Gerber had occurred at the
beginning of 2001 are: net sales of $2,491,248, net earnings from continuing
operations of $49,077 and diluted earnings per share from continuing
operations of $1.94. The Company's unaudited consolidated results of
operations on a pro-forma basis for 2002 assuming the acquisitions of Briggs
and Gerber had occurred at the beginning of 2002 are: net sales of
$2,425,676, net earnings from continuing operations of $51,209 and diluted
earnings per share from continuing operations of $1.95. These pro forma
results are not necessarily indicative of the operating results that would
have occurred had these acquisitions been consummated at the beginning of
the year or of future operating results.
41
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 3. DISCONTINUED OPERATIONS
During the fourth quarter of 2003, the Company decided to discontinue their
True Beauty by Emme(R) (True Beauty) operations. This included the
termination of the related license agreement before its expiration. The
agreement was originally entered into during the second quarter of 2002. As
such, the operations of True Beauty ceased in the fourth quarter of 2003 and
have been accounted for as discontinued operations. Accordingly, operating
results and assets and liabilities of True Beauty are segregated in the
accompanying consolidated statement of earnings and consolidated balance
sheet, respectively. Prior to being classified as discontinued, True Beauty
was included in the Women's Sportswear segment. In connection with the
termination of the license agreement, there were certain costs incurred
including future minimum royalties and other shutdown costs totaling
approximately $2,800. The future minimum royalties will be paid over the
life of the license, which extends through 2006. The severance was paid in
the fourth quarter of 2003.
On October 30, 2003, the Company finalized an agreement to sell their
domestic and European hosiery (Hosiery) operations for $7,500 plus
reimbursement of $2,800 for costs incurred by the Company in connection with
the closure of certain facilities. As such, the operations of the Hosiery
business are accounted for as discontinued operations, and accordingly,
operating results and assets and liabilities of the Hosiery operations are
segregated in the accompanying consolidated statement of earnings and
consolidated balance sheet, respectively. Prior to being classified as
discontinued, the Hosiery operations were included in the Men's Sportswear
segment. The Hosiery operations were acquired in June 2002 as part of the
Company's acquisition of Gerber (see Note 2).
Operating results for the True Beauty and Hosiery operations are as follows:
Fiscal year ended 1/31/04 2/1/03
------------------------------------ ------------------------------------
Hosiery True Beauty Total Hosiery True Beauty Total
---------- ---------- ----------- --------- ---------- ----------
Net sales $ 43,968 $ 7,154 $ 51,122 $ 34,773 $ 3,382 $ 38,155
========== ========== ========== ========= ========== ==========
Earnings (loss) before income taxes (8,374) (4,178) (12,552) 1,585 264 1,849
Income taxes (9,413) (1,587) (11,000) 1,002 100 1,102
---------- ---------- ----------- --------- ---------- ----------
Net earnings (loss) $ 1,039 $ (2,591) $ (1,552) $ 583 $ 164 $ 747
========== ========== ========== ========= ========== ==========
Summarized assets and liabilities of the True Beauty and Hosiery operations
are as follows:
Fiscal year ended 1/31/04 2/1/03
------------------------------------ ------------------------------------
Hosiery True Beauty Total Hosiery True Beauty Total
---------- ---------- ----------- --------- ---------- ----------
Receivables $ - $ - $ - $ 3,648 $ 3,545 $ 7,193
Inventories - - - 11,641 715 12,356
Other current assets - - - 2,805 - 2,805
---------- ---------- ---------- --------- ---------- ----------
Current assets of
discontinued operations $ - $ - $ - $ 18,094 $ 4,260 $ 22,354
========== ========== ========== ========= ========== ==========
Property, plant and equipment, net $ - $ - $ - $ 6,559 $ - $ 6,559
Other assets - - - 1,817 - 1,817
---------- ---------- ---------- --------- ---------- ----------
Long-term assets of
discontinued operations $ - $ - $ - $ 8,376 $ - $ 8,376
========== ========== ========== ========= ========== ==========
Accounts payable $ - $ - $ - $ 3,277 $ 3,996 $ 7,273
Accrued liabilities - 2,333 2,333 7,019 - 7,019
Current portion of long-term debt - - - 400 - 400
---------- ---------- ---------- --------- ---------- ----------
Current liabilities of
discontinued operations $ - $ 2,333 $ 2,333 $ 10,696 $ 3,996 $ 14,692
========== ========== ========== ========= ========== ==========
Long-term debt $ - $ - $ - $ 400 $ - $ 400
Other long-term liabilities - - - 2,285 - 2,285
---------- ---------- ---------- --------- ---------- ----------
Long-term liabilities of
discontinued operations $ - $ - $ - $ 2,685 $ - $ 2,685
========== ========== ========== ========= ========== ==========
42
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
In connection with the sale of the Hosiery business, an after-tax gain of
approximately $2,580 was recorded and included in discontinued operations.
The income tax benefit recognized in 2003 includes the benefit from a higher
tax basis in the Hosiery operation's assets than that recorded for book
purposes.
NOTE 4. FACILITIES REALIGNMENT COSTS
In 2002 the Company decided to implement realignment actions, including the
closing of certain domestic warehousing and Latin American production
facilities and the discontinuance of a licensing agreement. The realignments
included the closing of five warehouse operations and six manufacturing
facilities and will result in a reduction of employment by approximately
1,900, primarily production and warehousing personnel. These actions
impacted 2002 earnings by $14,987 before tax ($9,697 after tax, or $.39 per
share). These costs included $2,901 recorded in cost of products sold and
$12,086 recorded as a provision for business and facilities realignment.
Through January 31, 2004 these realignment actions resulted in the Company
closing five warehouse operations and four manufacturing facilities,
reducing employment and terminating a license agreement. The costs related
to those actions include employee severance, vacant facilities costs, and
other cash realignment costs including minimum royalties and customer
markdowns on a discontinued license agreement. The asset impairments related
primarily to fixed assets that are no longer being used and that have been
reduced to estimated fair value less cost to sell. Detail for these costs
through January 31, 2004 is as follows:
Amount Amount Remaining
Provided Utilized Accrual
----------- ----------- -----------
Employee severance $ 3,170 $ 2,930 $ 240
Vacant facilities costs 3,838 3,519 319
Other cash realignment costs 1,915 1,915 -
----------- ----------- -----------
Total realignment, excluding non-cash $ 8,923 $ 8,364 $ 559
=========== =========== ===========
Asset impairments 6,064
-----------
Total realignment costs $ 14,987
===========
The Company expects the remaining realignment actions to be completed by the
second quarter of 2004.
In connection with the Gerber acquisition the Company made the decision to
implement certain realignment actions within the acquired operations. These
realignments include the closing of one warehouse operation, four
manufacturing facilities and the downsizing of two domestic manufacturing
facilities and will result in a reduction of employment by approximately
1,350, primarily production and warehousing personnel. The estimated costs
of these actions were accrued in the opening balance sheet and did not
impact 2002 earnings. Through January 31, 2004, the Company has closed the
warehouse operation and two of the four manufacturing plants and completed
the downsizing of the two domestic manufacturing facilities, resulting in a
reduction of employment of approximately 520. The Company decided that it
would not close the third of the four manufacturing facilities that was
originally planned to be closed. The last of the four manufacturing
facilities was one of the two facilities in Ireland that made up the
European Hosiery operations. This facility was not closed as part of the
acquisition implementation but instead is part of the discontinuance of the
European Hosiery operations discussed in Note 3. As a result of the changes
in plans for the third and fourth manufacturing facilities, the accruals of
$3.3 million for severance related to those closings have been reversed to
the opening balance sheet. Detail for the Gerber realignment costs, and the
related accruals, through January 31, 2004 is as follows:
Amount
Originally Amount Discontinued Accrual
Provided Utilized Reversals Operations at 1/31/04
---------- ----------- ----------- ------------ ----------
Employee severance $ 4,789 $ 1,406 $ 3,331 $ - $ 52
Vacant facilities costs 2,874 467 - 395 2,012
---------- ----------- ----------- ---------- ----------
Total realignment $ 7,663 $ 1,873 $ 3,331 $ 395 $ 2,064
========== =========== =========== ========== ==========
The Company expects the remaining realignment actions to be completed by the
second quarter of 2004.
43
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 5: GOODWILL AND INTANGIBLE ASSETS
Goodwill balances and changes therein since the beginning of 2002 by segment
are as follows:
Women's Other
Sportswear Soft Goods Total
---------- ---------- ----------
Balance as of February 2, 2002 $ 63,424 $ 12,652 $ 76,076
Contingent purchase price - Dorby 2,475 - 2,475
Acquisition of Gerber - 23,673 23,673
---------- ---------- ----------
Balance as of February 1, 2003 $ 65,899 $ 36,325 $ 102,224
========== ========== ==========
Acquisition of Briggs 54,493 - 54,493
Purchase price allocation adjustments 287 76 363
Contingent purchase price - Briggs 8,438 - 8,438
---------- ---------- ----------
Balance as of January 31, 2004 $ 129,117 $ 36,401 $ 165,518
========== ========== ==========
Identifiable intangible assets that are being amortized are as follows:
Life(1) Gross Accumulated Net
(Years) Amount Amortization Book Value
------- ---------- ------------ ----------
AS OF JANUARY 31, 2004:
Customer base 18 $ 68,496 $ 11,244 $ 57,252
Trademarks 18 53,518 7,452 46,066
License agreements 19 13,931 2,949 10,982
Other 12 5,938 4,136 1,802
------- ---------- ---------- ----------
Total intangibles $ 141,883 $ 25,781 $ 116,102
========== ========== ==========
AS OF FEBRUARY 1, 2003:
Customer base 15 $ 32,629 $ 6,747 $ 25,882
Trademarks 15 22,126 4,467 17,659
License agreements 19 13,931 1,260 12,671
Other 15 4,912 3,149 1,763
------- ---------- ---------- ----------
Total intangibles $ 73,598 $ 15,623 $ 57,975
========== ========== ==========
(1) Weighted Average.
Amortization of identifiable intangible assets was $9,532 for 2003, $5,775
for 2002, and $2,967 for 2001. Amortization expense, excluding any
amortization of intangible assets recognized in connection with the Phat
acquisition or future acquisitions, for the years 2004 to 2007 is expected
to be approximately $9.0 per year.
Pursuant to SFAS 142, the Company adopted new accounting for goodwill
beginning in 2002. Under this new accounting, goodwill is no longer
amortized. For comparison purposes, a reconciliation of previously reported
net earnings and earnings per share to the amounts adjusted for the
exclusion of goodwill amortization follows:
Net Earnings Basic EPS Diluted EPS
----------------- ------------------ ------------------
2001 2001 2001
----------------- ------------------ ------------------
As Reported $ 37,730 $ 1.66 $ 1.65
Goodwill amortization 5,443 .24 .24
----------------- ----------------- -----------------
Adjusted $ 43,173 $ 1.90 $ 1.89
================= ================= =================
44
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 6. NOTES PAYABLE AND LONG-TERM DEBT
NOTES PAYABLE:
On April 30, 2002 the Company executed a $240,000 3-year committed,
unsecured bank credit facility (the 2002 Facility). On January 31, 2003 this
credit facility was increased to $280,000. The 2002 Facility can be used for
borrowings and/or letters of credit. Borrowings under the 2002 Facility bear
interest at a spread of approximately 1.45% over LIBOR. At January 31, 2004
there were no outstanding short-term loans under the facility. Letters of
credit outstanding under this facility at that date were $72,023. In
addition to this facility, the Company has an additional $4,667 outstanding
letters of credit used by its foreign subsidiaries.
In addition, the Company maintains informal uncommitted lines of credit with
two banks, which totaled $20,000 at January 31, 2004. There were no
borrowings under these lines at January 31, 2004
During 2003 the highest level of borrowings under all lines was $52,362
($20,000 for 2002). The average daily short-term borrowings for 2003 were
$7,343 ($3,286 for 2002), and the weighted average interest rate was 2.9%
(4.0% for 2002).
LONG-TERM DEBT:
1/31/04 2/1/03
----------- -----------
7.625% 1997 Debentures due October 15, 2017 $ 129,449 $ 129,376
7.875% 1999 Debentures due July 15, 2009 140,051 139,969
Private placement notes, maturing 2005, 6.9% 4,444 34,288
Capital lease obligations, 6-8% 657 1,038
Other 19 40
----------- -----------
274,620 304,711
Less current maturities (2,743) (26,596)
----------- -----------
$ 271,877 $ 278,115
=========== ===========
Aggregate maturities on long-term debt for the next five years are as
follows: 2004 - $2,743; 2005 - $2,372; 2006 - $5; 2007 - $0; 2008 - $0; 2009
& thereafter - $269,500.
Covenants of the private placement notes are the most restrictive and
include the maintenance of minimum working capital and certain key ratios as
well as a limitation on the payment of dividends and the repurchase of
Company stock. Under these covenants, future dividends and purchases of
Company stock are limited to $60,894 plus 50% of net earnings after January
31, 2004, excluding gains and losses on the disposal of capital assets.
A Singaporean shirt manufacturing joint venture 50% owned by the Company has
a $5,300 credit facility. The Company has guaranteed one half of the
borrowings under this facility. $2,252 was outstanding under this facility
at January 31, 2004.
45
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 7. LEASES
The Company leases substantially all of its office space, certain
distribution facilities, retail outlet stores, and certain machinery and
equipment under operating leases having remaining terms ranging up to 9
years. Rent under leases with scheduled rent changes or lease concessions is
recorded on a straight-line basis over the lease term. Rent expense under
all operating leases for 2003 totaled $38,241 ($34,781 for 2002, and $37,226
for 2001).
The future minimum lease payments under capital and operating leases at
January 31, 2004 were as follows:
Capital Operating
----------- -----------
2004 $ 525 $ 29,613
2005 155 24,301
2006 5 20,047
2007 - 17,362
2008 - 7,772
Thereafter - 3,394
----------- -----------
Total minimum lease payments $ 685 $ 102,489
===========
Less amount representing interest (28)
-----------
Present value of net minimum lease payments $ 657
===========
Minimum operating lease payments were not reduced for future minimum
sublease rentals of $595.
NOTE 8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company periodically enters into forward currency exchange contracts to
hedge its exposure to foreign currency fluctuations for purchases of certain
inventories and sales of certain products. Derivatives used by the Company
have an initial term of less than one year. Company policy allows for the
use of derivatives only for identifiable exposures, and therefore, the
Company does not enter into derivative instruments for trading purposes
where the objective is to generate profits. Management expects these
derivatives to be highly effective in hedging the intended foreign currency
fluctuation risks. As of January 31, 2004 and February 1, 2003 the Company's
derivatives have been designated as hedges of variable cash flows of
forecasted transactions. As such, the fair values of the derivatives have
been recorded in the Consolidated Balance Sheet, with the offset recorded in
other comprehensive income. The fair value of these derivatives on January
31, 2004 and February 1, 2003 was not material. The fair value of these
derivatives will be recorded in earnings as the forecasted transactions take
place between February 2004 and November 2004.
46
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 9. RETIREMENT BENEFITS
Various contributory and/or noncontributory retirement plans cover
substantially all domestic and certain foreign employees. Total retirement
benefits expense includes the following:
2003 2002 2001
----------- ----------- -----------
Defined contribution plans $ 5,587 $ 6,378 $ 6,741
Single-employer defined benefit plans 862 1,308 221
Multi-employer defined benefit plan 512 941 734
----------- ----------- -----------
Total retirement benefits expense $ 6,961 $ 8,627 $ 7,696
=========== =========== ===========
Defined Contribution Plans:
The Company maintains the Kellwood Company Retirement Plan (the 401(k) Plan)
under Section 401(k) of the Internal Revenue Code. Full-time employees, or
part-time employees working a minimum of 20 hours per week, over the age of
21 are eligible to participate in the 401(k) Plan after being with the
Company for six months. The 401(k) Plan includes an employer contribution of
an amount equal to 100% of the first 3% of an employee's contribution and
50% of the next 2% of an employee's contribution. Under the terms of the
401(k) Plan, a participant is 100% vested in the matching contributions
immediately.
The Company's Smart Shirts subsidiary in Hong Kong maintains the Mandatory
Provident Fund (MPF). Both employer and employee contribute 5% of the
employee's gross salary, which is subject to a maximum.
Single-Employer Defined Benefit Plans:
During 2000 the Company terminated the Kellwood Company Pension Plan (the
Plan). As a result of this termination, the Company received approximately
$41 million in excess cash from the Plan (after payment of related excise
and income taxes) in April 2001. Additionally, the Company pre-funded
approximately $33 million of 401(k) plan contributions for its participating
employees from Plan assets. Concurrent with the Plan termination, the
Company increased its 401(k) "company match" effective September 1, 2000
from 3% of covered compensation to 4% of covered compensation for
participants in its 401(k) plan.
The Company's Smart Shirts subsidiary maintains a defined benefit plan for
certain of its employees. This plan was closed to new hires after December
1, 2000.
The Company's Gerber subsidiary maintains a defined benefit plan for certain
of its employees; this plan was frozen effective December 2002.
47
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
Summarized information on the Company's single-employer defined benefit
plans (Gerber and Smart Shirts) is as follows:
2003 2002 2001
----------- ---------- -----------
Components of Net Periodic Pension Cost:
Service cost $ 550 $ 982 $ 737
Interest cost 2,361 1,643 647
Expected return on plan assets (2,112) (1,444) (1,087)
Amortization of prior service costs 63 127 (76)
----------- ---------- -----------
Net periodic pension cost $ 862 $ 1,308 $ 221
=========== ========== ===========
The weighted average key actuarial assumptions used to determine net
periodic pension costs and benefit obligations are as follows:
Discount rate 6.0% 6.3% 8.0%
Expected long-term rate of return on plan assets 6.6% 7.3% 9.0%
Rate of compensation increases 2.8% 4.5% 6.0%
The market assumptions for the defined benefit plans are developed using
several approaches, including an analysis of historical returns, developing
an inflation expectation and real return risk premiums over inflation for
each asset class, and developing returns based on the drivers of return for
each asset class.
2003 2002
----------- ----------
Change in Projected Benefit Obligation:
Projected benefit obligation, beginning of year $ 39,896 $ 10,107
Projected benefit obligation of Gerber plan acquired - 31,868
Service cost 885 1,411
Interest cost 2,361 1,643
Plan amendments - (1,099)
Actuarial (loss) (447) (2,124)
Benefits paid (2,570) (1,910)
----------- ----------
Projected benefit obligation, end of year $ 40,125 $ 39,896
=========== ==========
Change in Plan Assets:
Fair value of plan assets, beginning of year $ 27,238 $ 8,515
Plan assets of Gerber plan acquired - 21,963
Actual return on plan assets 3,255 (1,666)
Employer contributions 2,184 -
Employee contributions 315 336
Benefits paid (2,570) (1,910)
----------- ----------
Fair value of plan assets, end of year $ 30,422 $ 27,238
=========== ==========
48
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
1/31/2004 2/1/2003
----------- ----------
Reconciliation of funded status to prepaid pension cost:
Funded Status - Plan assets in excess of
projected benefit obligation $ (9,703) $ (12,658)
Unamortized prior service costs (2,793) 892
Unrecognized actuarial gains 3,630 1,579
----------- ----------
Prepaid/(accrued) pension costs in other assets/(liabilities) $ (8,866) $ (10,187)
============ ==========
Amounts recognized in the consolidated balance sheet consist of the
following:
1/31/2004 2/1/2003
----------- ----------
Prepaid pension costs $ - $ 230
Accrued pension cost (11,161) (11,254)
Accumulated other comprehensive income 2,295 837
----------- ----------
Net amount recognized $ (8,866) $ (10,187)
=========== ==========
The increase in the minimum liability included in other comprehensive income
in 2003 and 2002 was $1,458 and $837, respectively. The accumulated benefit
obligation for all defined benefit pension plans was $38,745 and $36,984 at
January 31, 2004 and February 1, 2003, respectively. The Smart Shirts
pension plan had an accumulated benefit obligation in excess of plan assets
in 2003 and the Gerber pension plan had an accumulated benefit obligation in
excess of plan assets in 2002 as follows:
Smart Shirts Gerber
1/31/2004 2/1/2003
------------ ----------
Projected benefit obligation $ 9,935 $ 31,185
Accumulated benefit obligation 8,555 31,185
Fair value of plan assets 6,743 19,931
The weighted average asset allocations for each of the Company's pension
plans by asset category are as follow:
Gerber Plan Assets Smart Shirts Plan Assets
---------------------- ------------------------
Asset Category 2003 2002 2003 2002
--------- --------- -------- ---------
Equity securities 70% 66% 28% 80%
Debt securities 29% 32% 71% 16%
Other 1% 2% 1% 4%
-------- -------- ------- -------
100% 100% 100% 100%
======== ======== ======= =======
Gerber's retirement assets are invested in a series of broadly diversified
asset class specific portfolios. Assets are allocated to these funds in
accordance with the strategic target allocation as follows: equity of 67%,
debt of 30% and cash of 3%. Smart Shirts investment policies are to maintain
solvency for the future, establish an overall average company contribution
rate and ensure the ability to pay short-term distributions. The target
allocations for the Smart Shirts plan assets are 30 - 40% in equities with a
minimal balance in cash and the remainder of the assets in bonds. In 2003,
the investment strategy for Smart Shirts changed and moved towards more of a
fixed income portfolio with more emphasis on debt.
The Company expects to contribute approximately $1,200 to their pension
plans during 2004.
Multi-Employer Defined Benefit Plan:
Certain of the Company's subsidiaries make contributions to a multi-employer
defined benefit plan on behalf of their participating employees. The plan
administrator estimates that if the Company were to withdraw from the plan,
its potential liability for unfunded plan benefits would be approximately
$10,448 as of December 31, 2002, the date of the most recent actuarial
valuation report.
49
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 10. STOCK PLANS
The amended Restricted Stock Compensation Plan of 1969 and the Corporate
Development Incentive Plan of 1986 provide for the granting of common stock
to key employees as performance and incentive bonuses. The shares granted
may not be transferred, sold, pledged or otherwise disposed of prior to the
lapse of certain restrictions. There was $4,505 in expense recorded under
these plans for 2003 ($2,906 for 2002 and no expense recorded for 2001). At
January 31, 2004, there were 1,059,965 shares available to be granted under
these plans to qualified employees.
Options to purchase common stock have been granted to key employees under
various plans at option prices not less than the fair market value on the
date of the grant. At January 31, 2004, 203 officers and other key employees
held options to purchase shares. The options expire 10 years after grant on
dates ranging from June 1, 2004 to May 30, 2013 and are exercisable in
cumulative installments only after stated intervals of time and are
conditional upon active employment, except for periods following disability
or retirement.
The fair value of options granted (which is recorded as expense over the
option vesting period in determining the pro forma impact), utilized in the
disclosures contained in Note 1 is estimated on the date of grant using the
Black-Scholes option-pricing model with the following weighted average
assumptions:
2003 2002 2001
----------- ---------- -----------
Expected option life 6 years 6 years 5 years
Risk-free interest rate 5.1% 4.9%
2.6% to 5.3% to 5.4%
Expected volatility of
Kellwood stock 37% 37% 37%
Expected dividend yield on
Kellwood stock 2.1%
to 2.6% 2.5% 2.8%
The weighted-average grant date fair value of options granted was $7.56 for
2003, $8.51 for 2002 and $7.03 for 2001. Presented below is a summary of
stock option plans' activity for the years and as of the dates shown:
(Shares in 000's) 2003 2002 2001
------------------------- ------------------------- --------------------------
Exercise Exercise Exercise
Options Price(1) Options Price(1) Options Price(1)
----------- ------------ ----------- ------------ ----------- -------------
Beginning Balance 3,312 $ 23.25 3,097 $ 22.35 2,852 $ 21.68
Granted 573 25.15 689 25.57 569 22.93
Exercised (798) 21.87 (388) 20.29 (258) 16.60
Forfeited or expired (157) 23.54 (86) 22.88 (66) 20.99
----------- ------------ ----------- ------------ ----------- ------------
Ending Balance 2,930 $ 23.98 3,312 $ 23.25 3,097 $ 22.35
----------- ------------ ----------- ------------ ----------- ------------
Exercisable at
Year-end 1,354 $ 24.11 1,702 $ 23.12 1,677 $ 22.39
----------- ------------ ----------- ------------ ----------- ------------
Options outstanding and exercisable at January 31, 2004 include the
following:
Options outstanding Options exercisable
(Shares in 000's) --------------------------------------- --------------------
Range of Remaining Exercise Exercise
Prices Life(1) Options Price(1) Options Price(1)
--------- --------- ----------- ------- ------------
$16.13 - 19.69 4.0 years 473 $ 17.44 294 $ 17.72
$20.31 - 29.67 7.0 years 2,171 $ 24.28 774 $ 23.42
$32.28 - 36.00 4.0 years 286 $ 32.56 286 $ 32.56
--------- --------- ----------- ----- ------------
$16.13 - 36.00 6.0 years 2,930 $ 23.98 1,354 $ 24.11
========= =========== ===== ============
(1) Weighted Average
50
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 11. CAPITAL STOCK
The reported outstanding shares of common stock have been reduced by
treasury stock totaling 6,690,299 shares at January 31, 2004 (6,668,184
shares at February 1, 2003).
Authorized capital includes 500,000 shares of preferred stock, none of which
have been issued.
Nonvoting share purchase rights, exercisable only upon satisfaction of
certain conditions, entitle the holder to purchase Series A Junior Preferred
Stock (160,000 shares reserved) or, under certain conditions, common shares
at prices specified in the rights agreement. None of the rights were
exercisable as of January 31, 2004.
In September 2000 the Board of Directors authorized the Company to
repurchase up to an additional ten percent of the outstanding shares of its
Common Stock (up to approximately 2.27 million shares) in the open market or
through privately negotiated transactions at management's discretion and
depending on market conditions. Any purchases pursuant to this authorization
will be financed out of the Company's cash resources. As discussed in Note
6, certain debt covenants may limit purchases under this authorization. No
purchases have been made pursuant to this authorization.
NOTE 12. INCOME TAXES
2003 2002 2001
----------- ----------- -----------
The provision for income taxes consists of:
Current:
Domestic:
Federal $ 33,941 $ 11,381 $ 46,293
State 2,702 977 5,364
Foreign 4,235 3,504 2,885
----------- ----------- -----------
Total current provision for income taxes 40,878 15,862 54,542
Deferred (primarily federal) (3,040) 5,736 (31,942)
----------- ----------- -----------
Total provision for income taxes $ 37,838 $ 21,598 $ 22,600
=========== =========== ===========
The sources of income before income taxes are:
United States $ 83,292 $ 37,447 $ 36,644
Foreign 27,183 25,414 23,686
----------- ----------- -----------
Kellwood total $ 110,475 $ 62,861 $ 60,330
=========== =========== ===========
Current income taxes are the amounts payable under the respective tax
regulations on each year's earnings and on foreign earnings remitted during
the year. A reconciliation of the federal statutory income tax rate to the
effective tax rate (provision for taxes) is as follows:
2003 2002 2001
---------- ---------- ---------
Statutory rate 35.0% 35.0% 35.0%
Foreign tax rate differential (2.1) (2.1) (2.0)
Amortization of goodwill - - 2.2
State taxes, net of federal benefit 1.4 1.4 1.7
Other - - 0.6
---------- ---------- ---------
34.3% 34.3% 37.5%
========== ========== =========
51
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
Deferred income tax liabilities and assets consisted of the following:
1/31/04 2/1/03 2/2/02
----------- ----------- -----------
Employee related costs $ 13,286 $ 8,221 $ 4,826
Depreciation and amortization (11,034) (15,105) (5,724)
Allowance for asset valuations 26,730 17,900 14,374
Other (8,286) (9,313) (12,225)
----------- ----------- -----------
Net deferred income tax assets / (liabilities) $ 20,696 $ 1,703 $ 1,251
=========== =========== ===========
Included in:
Prepaid taxes and expenses $ 44,546 $ 24,096 $ 20,440
Deferred income taxes and other (23,850) (22,393) (19,189)
----------- ----------- -----------
Net deferred income tax assets / (liabilities) $ 20,696 $ 1,703 $ 1,251
=========== =========== ===========
The other deferred tax liability shown above consists substantially of
deferred tax liabilities for undistributed foreign earnings not considered
to be permanently invested, partially offset by deferred tax assets for
accrued expenses not deductible until paid.
Federal income taxes are provided on earnings of foreign subsidiaries except
to the extent that such earnings are expected to be indefinitely reinvested
abroad. Undistributed foreign earnings considered to be indefinitely
reinvested abroad totaled approximately $52,000 through January 31, 2004.
NOTE 13. EARNINGS PER SHARE
Earnings per share have been calculated as follows:
2003 2002 2001
----------- ----------- -----------
Numerators:
Net earnings from continuing operations $ 72,637 $ 41,263 $ 37,730
Net earnings from discontinued operations (1,552) 747 -
----------- ----------- -----------
Net earnings $ 71,085 $ 42,010 $ 37,730
=========== =========== ===========
Denominators (000's):
Average shares outstanding - Basic 26,499 24,564 22,761
Impact of stock options 601 308 151
----------- ----------- -----------
Average shares outstanding - Diluted 27,100 24,872 22,912
----------- ----------- -----------
Continuing operations $ 2.74 $ 1.68 $ 1.66
Discontinued operations (.06) .03 -
----------- ----------- -----------
Basic Earnings Per Share $ 2.68 $ 1.71 $ 1.66
=========== =========== ===========
Continuing operations $ 2.68 $ 1.66 $ 1.65
Discontinued operations (.06) .03 -
----------- ----------- -----------
Diluted Earnings Per Share $ 2.62 $ 1.69 $ 1.65
=========== =========== ===========
The calculation of diluted earnings per share excludes the impact of 350 and
1,658 stock options in 2002 and 2001, respectively, because to include them
would have been antidilutive.
52
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 14. COMMITMENTS AND CONTINGENCIES
The Company is currently party to various legal proceedings. While
management, including internal counsel, currently believes that the ultimate
outcome of these proceedings, individually and in the aggregate, will not
have a material adverse impact on the Company's financial position or
overall trends in results of operations, litigation is subject to inherent
uncertainties.
The Company has exclusive license agreements to market apparel under
trademarks owned by other parties. These include Calvin Klein(R) for women's
sportswear, IZOD(R) for women's sportswear, Def Jam(TM) for men's and
women's sportswear, Liz Claiborne(R) for women's suits and XOXO(R) for
juniors sportswear, intimate apparel and dresses. These agreements contain
provisions for minimum royalty and advertising payments based on anticipated
sales in future periods. In 2003 the royalty and advertising expense for
these agreements totaled $23,839 and $2,246, respectively ($17,260 and $797
in 2002 and $21,708 and $888 in 2001).
Detail of the future minimum payments for all license agreements is as
follows:
Royalties Advertising
----------- ------------
2004 $ 12,842 $ 5,364
2005 17,729 6,831
2006 19,667 7,128
2007 15,889 5,905
2008 11,860 5,470
Thereafter 50 -
----------- -----------
Total $ 78,037 $ 30,698
=========== ===========
53
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 15. INDUSTRY SEGMENT AND GEOGRAPHIC AREA INFORMATION
The Company and its subsidiaries are principally engaged in the apparel and
related soft goods industries. The Company's operations are managed in a
number of business units that are organized around individual product lines
and brands. These business units are aggregated into three major consumer
market product groupings along with General Corporate, which represent the
Company's reportable segments. These segments are:
o WOMEN'S SPORTSWEAR designs, merchandises and sells women's sportswear
sold through leading retailers in all channels of distribution. The
product line includes blazers, dresses, sweaters, blouses, vests, other
tops, skirts, pants, and skorts. The business is primarily branded
goods sold at the popular-to-moderate price points, but the segment
does include some better-to-bridge lines -- upper price point women's
sportswear sold principally to small specialty stores, regional
department stores and catalog houses. A partial list of such brands are
Sag Harbor(R), Koret(R), Jax(R), David Dart(R), David Meister(TM),
Dorby(TM), My Michelle(R), Briggs New York(R), Northern Isles(R) and
David Brooks(R). Calvin Klein(R), XOXO(R), IZOD(R) and Bill Burns(R) are
produced under licensing agreements.
o MEN'S SPORTSWEAR designs, manufactures and sells men's woven and knit
shirts, pants and jeans sold to leading department stores, catalog
houses and national chains. The business is primarily private label but
also includes a number of branded programs such as Slates(R) business
casual shirts, sweaters and tops and Nautica(R), Claiborne(R) and
Dockers(R) dress shirts.
o OTHER SOFT GOODS designs, merchandises and sells intimate apparel,
infant apparel, and recreation products (tents, sleeping bags,
backpacks and related products). The business is primarily branded
goods including Kelty(R) and Sierra Design(R) for recreation products,
Gerber(R) for infant apparel and Oscar de la Renta(R) for intimate
apparel.
o GENERAL CORPORATE includes the following expenses at the corporate
level that are not allocated to the above segments:
- Corporate general and administrative expenses
- Pension plan termination gain, and
- Amortization of intangible assets
Management evaluates the performance of its operating segments separately to
individually monitor the different factors affecting financial performance.
Segment earnings for the three major consumer market product segments
includes substantially all of the segment's costs of production (on a FIFO
basis), distribution and administration.
Segment net assets measures net working capital, net fixed assets and other
noncurrent assets and liabilities of each segment. Goodwill and net
intangibles are included in the three major consumer market product
segment's net assets, however the related amortization expense is included
in amortization of intangibles at the corporate level and is not allocated
to those segments. Certain corporate assets, including capitalized software,
and debt and cash balances are accounted for at the corporate level and are
not allocated to the three major consumer market product segments. Capital
expenditures exclude the cost of long-lived assets included in acquisitions
accounted for under purchase accounting.
54
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
2003 2002 2001
-------------- ------------- -------------
Net sales:
Women's Sportswear $ 1,406,296 $ 1,313,407 $ 1,514,815
Men's Sportswear 472,442 395,452 347,822
Other Soft Goods 467,743 457,695 419,126
-------------- ------------- -------------
Kellwood net sales $ 2,346,481 $ 2,166,554 $ 2,281,763
============== ============= =============
Segment earnings:(1)
Women's Sportswear $ 112,541 $ 101,772 $ 91,211
Men's Sportswear 45,241 36,207 29,590
Other Soft Goods 27,878 15,985 17,982
General Corporate (42,020) (45,408) (35,446)
-------------- ------------- -------------
Total segments 143,640 108,556 103,337
Amortization of intangible assets 9,532 5,775 9,383
Provision for realignment (2) - 12,086 -
Interest expense 25,051 27,884 34,823
Interest income and other (1,418) (50) (1,199)
-------------- ------------- -------------
Earnings before income taxes $ 110,475 $ 62,861 $ 60,330
============== ============= =============
Net assets at end of year:
Women's Sportswear $ 269,188 $ 278,352 $ 369,770
Men's Sportswear 190,798 156,908 126,535
Other Soft Goods 141,067 206,280 138,013
General Corporate 46,242 (82,871) (177,619)
-------------- ------------- -------------
Continuing operations 647,295 558,669 456,699
Discontinued operations (3,913) 450 -
--------------- ------------- -------------
Kellwood total $ 643,382 $ 559,119 $ 456,699
============== ============= =============
Capital expenditures:
Women's Sportswear $ 9,696 $ 2,049 $ 3,930
Men's Sportswear 5,989 6,640 5,884
Other Soft Goods 812 794 1,158
General Corporate 7,583 5,021 8,161
-------------- ------------- -------------
Continuing operations 24,080 14,504 19,133
Discontinued operations (6) 6 -
-------------- ------------- -------------
Kellwood total $ 24,074 $ 14,510 $ 19,133
============== ============= =============
Depreciation expense:
Women's Sportswear $ 6,771 $ 7,632 $ 8,075
Men's Sportswear 7,928 7,831 8,074
Other Soft Goods 3,181 3,007 2,287
General Corporate 7,823 6,860 4,600
-------------- ------------- -------------
Continuing operations 25,703 25,330 23,036
Discontinued operations 627 839 -
-------------- ------------- -------------
Kellwood total $ 26,330 $ 26,169 $ 23,036
============== ============= =============
(1) Realignment costs included in segment earnings above for 2002 were $673
for Women's Sportswear, $339 for Men's Sportswear and $1,889 for Other Soft
Goods.
(2) For 2002 the provision for realignment relates to the segments as
follows: $5,900 for Women's Sportswear, $1,503 for Men's Sportswear and
$4,683 for Other Soft Goods.
Substantially all sales are to U.S. customers. Sales and transfers between
segments were not significant. Approximately $23,734 of the Company's net
property, plant and equipment is located in Asia.
55
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
------------------------------------------------------
(Dollars in thousands, except per share data)
NOTE 16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarter First Second Third Fourth
----------- ---------- ----------- -----------
FISCAL 2003:
Net sales $ 672,345 $ 508,861 $ 644,131 $ 521,144
Gross profit 137,564 106,830 141,149 115,736
Net earnings from continuing operations 21,123 7,850 30,869 12,795
Net earnings (loss) from discontinued operations (295) (1,164) (619) 526
----------- ---------- ----------- -----------
Net earnings $ 20,828 $ 6,686 $ 30,250 $ 13,321
=========== ========== =========== ===========
Diluted earnings (loss) per share:
Continuing operations $ .80 $ .29 $ 1.13 $ .46
Discontinued operations (.02) (.04) (.02) .02
----------- ---------- ----------- -----------
Net earnings (loss) $ .78 $ .25 $ 1.11 $ .48
=========== ========== =========== ===========
FISCAL 2002:
Net sales $ 570,680 $ 452,614 $ 622,626 $ 520,634
Gross profit 106,886 90,124 130,390 105,594
Provision for facilities realignment 7,244 - 3,115 1,727
Net earnings from continuing operations 8,547 3,665 20,685 8,366
Net earnings (loss) from discontinued operations - 261 410 76
----------- ---------- ----------- -----------
Net earnings $ 8,547 $ 3,926 $ 21,095 $ 8,442
=========== ========== =========== ===========
Diluted earnings (loss) per share:
Continuing operations $ .37 $ .15 $ .80 $ .33
Discontinued operations - .01 .02 -
----------- ---------- ----------- -----------
Net earnings (loss) $ .37 $ .16 $ .82 $ .33
=========== ========== =========== ===========
56
KELLWOOD COMPANY AND SUBSIDIARIES
---------------------------------
FIVE YEAR FINANCIAL SUMMARY
---------------------------
(Dollars in thousands, except per share data)
2003 2002(2),(3) 2001 2000(2) 1999(1),(2)
------------- ------------- ------------- ------------ -------------
Fiscal period ended 1/31/04 2/1/03 2/2/02 2/3/01 1/29/00
Net sales $ 2,346,481 $ 2,166,554 $ 2,281,763 $ 2,362,174 $ 1,565,261
Net earnings from
continuing operations 72,637 41,263 37,730 60,763 41,000
Net earnings (loss) from
discontinued operations (1,552) 747 - - -
------------- ------------- ------------- ------------ -------------
Net earnings $ 71,085 $ 42,010 $ 37,730 $ 60,763 $ 41,000
============= ============= ============= ============ =============
Earnings (loss) per share:
Basic:
Continuing operations $ 2.74 $ 1.68 $ 1.66 $ 2.57 $ 1.49
Discontinued operations (4) (.06) .03 - - -
------------- ------------- ------------- ------------ -------------
Net earnings $ 2.68 $ 1.71 $ 1.66 $ 2.57 $ 1.49
============= ============= ============= ============ =============
Diluted:
Continuing operations $ 2.68 $ 1.66 $ 1.65 $ 2.57 $ 1.48
Discontinued operations (4) (.06) .03 - - -
------------- ------------- ------------- ------------ -------------
Net earnings $ 2.62 $ 1.69 $ 1.65 $ 2.57 $ 1.48
============= ============= ============= ============ =============
Cash dividends declared per share $ .64 $ .64 $ .64 $ .64 $ .48
Working capital 577,787 589,446 539,827 544,639 576,120
Total assets 1,292,074 1,254,579 1,044,424 1,265,725 1,097,853
Long-term debt 271,877 278,115 307,869 411,331 346,479
Total debt 274,620 305,347 334,292 542,845 361,554
Shareowners' Equity 643,382 559,119 456,699 431,096 445,870
Equity per Share 23.74 22.48 19.94 19.00 17.04
(1) Nine Month Transition Period. In August 1999 the Company changed its
fiscal year-end from May 1 to the Saturday nearest to January 31. This
change resulted in a short fiscal year covering the nine month transition
period from May 1, 1999 to January 29, 2000.
(2) Net earnings and earnings per share include the impact of the following
(costs)/gain:
2003 2002 2001 2000 1999(1)
------------- ------------- ------------- ------------ -------------
Pretax:
Restructuring and
business realignment $ - $ (14,987) $ - $ - $ -
Pension income and
plan termination (gain) - - - 13,224 4,305
------------- ------------- ------------- ------------ -------------
Total pretax impact - (14,987) - 13,224 4,305
------------- ------------- ------------- ------------ -------------
Net earnings impact $ - $ (9,697) $ - $ 8,120 $ 2,574
============= ============= ============= ============ =============
Earnings per share impact:
Basic $ - $ (.40) $ - $ .34 $ .09
============= ============= ============= ============ =============
Diluted $ - $ (.39) $ - $ .34 $ .09
============= ============= ============= ============ =============
(3) Pursuant to Statement of Financial Accounting Standards No. 142, the
Company adopted new accounting for goodwill beginning in 2002. Under this
new accounting, goodwill is no longer amortized.
(4) During fiscal 2003, the Company decided to discontinue their True Beauty
by Emme(R) operations and sold their domestic and European Hosiery
operations. As such, these operations have been reflected as discontinued
operations for all periods presented.
57
REPORTS OF MANAGEMENT AND INDEPENDENT AUDITORS
----------------------------------------------
REPORT OF MANAGEMENT
- --------------------
The management of Kellwood Company is responsible for the fair presentation
of the financial statements and other financial information included in this
report. The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States applied on a
consistent basis and, as such, include amounts based on management's best
estimates and judgments.
The accounting systems and internal accounting controls of Kellwood are
designed to provide reasonable assurance that the financial records are
reliable for preparing financial statements and maintaining accountability
for assets and that, in all material respects, assets are safeguarded
against loss from unauthorized use or disposition. Qualified personnel
throughout the organization maintain and monitor these internal accounting
controls on an ongoing basis, and internal auditors systematically review
the adequacy and effectiveness of the controls. It is management's opinion
that the Company has an effective system of internal accounting controls.
The Board of Directors, through its Audit Committee consisting solely of
non-management directors, meets periodically with management, the internal
auditors and PricewaterhouseCoopers LLP to discuss audit and financial
reporting matters. Both the internal auditors and PricewaterhouseCoopers LLP
have direct access to the Audit Committee.
Hal J. Upbin
Chairman and Chief Executive Officer
W. Lee Capps, III
Executive Vice President Finance and Chief Financial Officer
- ------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS
- ------------------------------
TO THE SHAREOWNERS AND BOARD OF DIRECTORS OF KELLWOOD COMPANY:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, of cash flows and of shareowners'
equity present fairly, in all material respects, the financial position of
Kellwood Company and its subsidiaries at January 31, 2004 and February 1,
2003, and the results of their operations and their cash flows for the years
ended January 31, 2004, February 1, 2003 and February 2, 2002, in conformity
with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of Kellwood's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements
in accordance with auditing standards generally accepted in the United
States of America which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 to the consolidated financial statements, on February
3, 2002 the Company changed its method of accounting for goodwill and other
intangible assets in accordance with Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets.
/s/ PricewaterhouseCoopers LLP
St. Louis, Missouri
March 3, 2004
58