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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 1, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File Number 333-73107

 

ST. JOHN KNITS INTERNATIONAL, INCORPORATED

(Exact name of registrant as specified in its charter)

 

Delaware   52-2303510

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification Number)

17622 Armstrong Avenue

Irvine, California

  92614
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (949) 863-1171

 

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 þ No ¨

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes ¨ No þ

 

The number of outstanding shares of Registrant’s Common Stock, par value $0.01 per share, was 6,456,619 shares as of March 15, 2004.

 



PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

CONSOLIDATED BALANCE SHEETS

 

(unaudited)

 

    

February 1,

2004


   

November 2,

2003


 
ASSETS                 

Current assets:

                

Cash and cash equivalents

   $ 24,713,604     $ 19,265,499  

Accounts receivable, net

     23,851,451       31,458,163  

Inventories

     64,672,537       60,116,314  

Deferred income tax benefit

     14,955,723       14,955,723  

Other

     5,758,311       5,177,772  
    


 


Total current assets

     133,951,626       130,973,471  
    


 


Property and equipment:

                

Machinery and equipment

     70,057,248       69,691,007  

Leasehold improvements

     54,454,972       54,004,212  

Buildings

     23,763,875       25,717,272  

Furniture and fixtures

     17,161,934       16,600,716  

Land

     8,447,311       8,798,320  

Construction in progress

     664,765       707,005  
    


 


       174,550,105       175,518,532  

Less - Accumulated depreciation and amortization

     92,028,311       88,391,898  
    


 


       82,521,794       87,126,634  
    


 


Deferred financing costs, net

     6,422,134       6,972,572  

Deferred income tax benefit

     1,919,697       1,919,697  

Other assets

     7,027,066       7,296,645  
    


 


     $ 231,842,317     $ 234,289,019  
    


 


LIABILITIES AND STOCKHOLDERS’ DEFICIT                 

Current liabilities:

                

Accounts payable

   $ 10,887,939     $ 11,515,439  

Accrued expenses

     22,201,539       22,032,299  

Current portion of long-term debt

     21,551,860       18,892,088  

Accrued interest expense

     1,029,589       4,102,795  

Income taxes payable

     5,535,082       5,522,444  
    


 


Total current liabilities

     61,206,009       62,065,065  
    


 


Long-term debt, net of current portion (Note 5)

     223,593,008       231,755,065  

Deferred rent

     5,747,196       5,603,938  

Deferred income tax liability

     151,233       151,233  
    


 


Total liabilities

     290,697,446       299,575,301  
    


 


Redeemable common stock, par value $0.01 per share; issued and outstanding - 879,362 shares

     24,402,295       26,380,860  
    


 


Commitments and contingencies (Note 7)

                

Stockholders’ deficit:

                

Common stock, par value $0.01 per share; authorized - 10,000,000 shares, issued and outstanding - 5,577,257 shares

     55,772       55,772  

Additional paid-in capital

     117,750,983       115,772,005  

Cumulative translation adjustment

     1,092,808       735,172  

Unrealized loss on securities

     (42,012 )     (42,012 )

Accumulated deficit

     (202,114,975 )     (208,188,079 )
    


 


Total stockholders’ deficit

     (83,257,424 )     (91,667,142 )
    


 


     $ 231,842,317     $ 234,289,019  
    


 


 

See accompanying notes.

 

2


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

 

(unaudited)

 

     Thirteen Weeks Ended

 
     February 1,
2004


   February 2,
2003


 

Net sales

   $ 103,626,353    $ 98,295,641  

Cost of sales

     47,330,955      43,614,186  
    

  


Gross profit

     56,295,398      54,681,455  

Selling, general and administrative expenses

     43,233,143      39,318,047  
    

  


Operating income

     13,062,255      15,363,408  

Interest expense

     5,556,564      6,606,570  

Other income (expense)

     114,021      (251,676 )
    

  


Income before income taxes

     7,619,712      8,505,162  

Income taxes

     1,546,194      3,501,069  
    

  


Net income

   $ 6,073,518    $ 5,004,093  
    

  


Comprehensive income, net of tax:

               

Net income

   $ 6,073,518    $ 5,004,093  

Foreign currency translation adjustments

     357,636      6,883  

Unrealized gain on securities

     —        1,257  
    

  


Comprehensive income

   $ 6,431,154    $ 5,012,233  
    

  


Earnings per common share:

               

Basic

   $ 0.94    $ 0.77  
    

  


Diluted

   $ 0.94    $ 0.75  
    

  


Shares used in the calculation of earnings per common share:

               

Basic

     6,456,619      6,461,490  
    

  


Diluted

     6,456,619      6,689,235  
    

  


 

See accompanying notes.

 

3


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(unaudited)

 

     Thirteen Weeks Ended

 
     February 1,
2004


    February 2,
2003


 

Cash flows from operating activities:

                

Net income

   $ 6,073,518     $ 5,004,093  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     4,253,362       4,424,701  

Amortization of discount on 12.5% notes due 2009

     34,600       34,599  

Amortization of deferred financing costs

     550,438       502,648  

(Gain) loss on disposal of property and equipment

     (87,701 )     177,340  

Partnership losses

     215,542       219,827  

Increase in deferred rent

     143,258       179,862  

Changes in operating assets and liabilities:

                

Decrease in accounts receivable

     7,606,712       6,431,747  

(Increase) decrease in inventories

     (4,556,223 )     6,086,228  

Increase in other current assets

     (580,539 )     (1,009,703 )

(Increase) decrease in other assets

     (71,559 )     108,130  

Decrease in accounts payable

     (627,500 )     (257,460 )

Increase in accrued expenses

     169,240       379,183  

Decrease in accrued interest expense

     (3,073,206 )     (4,131,157 )

Increase in income taxes payable

     12,638       1,272,424  
    


 


Net cash provided by operating activities

     10,062,580       19,422,462  
    


 


Cash flows from investing activities:

                

Proceeds from sale of property and equipment

     2,147,820       20,000  

Purchase of property and equipment

     (1,603,834 )     (2,505,090 )

Capital distributions from partnership

     120,000       120,000  
    


 


Net cash provided by (used in) investing activities

     663,986       (2,365,090 )
    


 


Cash flows from financing activities:

                

Principal payments of long-term debt

     (5,548,712 )     (2,075,847 )

Redemption of redeemable common stock

     —         (5,000,000 )
    


 


Net cash used in financing activities

     (5,548,712 )     (7,075,847 )
    


 


Effect of exchange rate changes

     270,251       11,699  
    


 


Net increase in cash and cash equivalents

     5,448,105       9,993,224  

Beginning balance, cash and cash equivalents

     19,265,499       30,129,208  
    


 


Ending balance, cash and cash equivalents

   $ 24,713,604     $ 40,122,432  
    


 


 

4


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

 

(unaudited)

 

     Thirteen Weeks Ended

 
     February 1,
2004


    February 2,
2003


 

Supplemental disclosures of cash flow information:

                

Cash received for interest income

   $ 85,566     $ 131,780  
    


 


Cash paid for:

                

Interest expense

   $ 8,031,312     $ 10,183,944  
    


 


Income taxes

   $ 1,554,459     $ 2,227,812  
    


 


Supplemental disclosures of noncash financing and investing activities:

                

Conversion of accrued interest to subordinated notes

   $ —       $ 532,961  
    


 


Unrealized gain on securities

   $ —       $ 2,136  
    


 


Adjustment of redeemable common stock to fair value

   $ (1,978,565 )   $ (1,948,570 )
    


 


 

See accompanying notes.

 

5


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(unaudited)

 

1. Basis of Presentation and Company Operations

 

The accompanying unaudited consolidated financial statements of St. John Knits International, Incorporated (“SJKI”) and its subsidiaries, including St. John Knits, Inc. (“St. John”), reflect all adjustments (which include only normal recurring adjustments) considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented. SJKI and its subsidiaries are collectively referred to herein as “the Company”. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended November 2, 2003 as filed with the Securities and Exchange Commission on January 31, 2004.

 

The results of operations for the periods presented are not necessarily indicative of the operating results that may be expected for the year ending October 31, 2004.

 

Company Operations

 

The Company is a leading designer, manufacturer and marketer of women’s clothing and accessories. The Company’s products are distributed primarily through specialty retailers and company-owned retail boutiques and outlet stores in the United States and internationally. All intercompany and interdivisional transactions and accounts have been eliminated.

 

Definition of Fiscal Year

 

The Company utilizes a 52-53 week fiscal year whereby the fiscal year ends on the Sunday nearest to October 31. The quarters also end on the Sunday nearest the end of the quarter, which accordingly were February 1, 2004 and February 2, 2003.

 

Dividends

 

SJKI has not paid any cash dividends to its common stockholders since 1999 and does not anticipate the payment of any cash dividends on its common stock in the future.

 

2. Stock Option Plan

 

The Company has one stock-based employee compensation plan, the 1999 St. John Knits International, Incorporated Stock Option Plan (the “Plan”). Options granted under the Plan are nonstatutory stock options. The exercise price of the stock options represents the estimated fair market value of the Company’s common stock on the date of grant. The Company accounts for the plan under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees, and Related Interpretations”. No stock-based employee compensation cost is reflected in net income, as all options granted under the Plan have an exercise price equal to the estimated fair market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per common share if the Company had applied the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”.

 

6


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

(unaudited)

 

     Thirteen Weeks Ended

     February 1,
2004


   February 2,
2003


Net income, as reported

   $ 6,073,518    $ 5,004,093

Less: total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects

     112,287      142,814
    

  

Pro forma net income

   $ 5,961,231    $ 4,861,279
    

  

Earnings per common share:

             

Basic – as reported

   $ 0.94    $ 0.77

Basic – pro forma

   $ 0.92    $ 0.75

Diluted – as reported

   $ 0.94    $ 0.75

Diluted – pro forma

   $ 0.92    $ 0.73

 

3. Earnings Per Common Share

 

Basic earnings per common share is computed by dividing income allocated to common stockholders by the weighted average number of common shares outstanding, excluding the dilutive effect of common stock equivalents, including stock options. Diluted earnings per common share includes all dilutive items and is calculated based upon the treasury stock method, which assumes that all dilutive securities were exercised and that the proceeds received were applied to repurchase outstanding shares at the average market price during the period.

 

The following is a reconciliation of the Company’s weighted average shares outstanding for the purpose of calculating basic and diluted earnings per common share for all periods presented:

 

     Thirteen Weeks Ended

     February 1,
2004


   February 2,
2003


Weighted average shares outstanding

   6,456,619    6,461,490

Add: dilutive effect of stock options

   —      227,745
    
  

Shares used to calculate diluted earnings per share

   6,456,619    6,689,235
    
  

 

4. Inventories

 

Inventories are comprised of the following:

 

     February 1,
2004


   November 2,
2003


Raw materials

   $ 16,194,737    $ 14,432,876

Work-in-process

     11,926,169      9,920,428

Finished products

     36,551,631      35,763,010
    

  

     $ 64,672,537    $ 60,116,314
    

  

 

7


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

(unaudited)

 

5. Long-term Debt

 

Long-term debt consists of the following:

 

    

February 1,

2004


  

November 2,

2003


Senior credit facility:

             

Tranche A

   $ 23,293,849    $ 28,174,234

Tranche B

     120,966,826      121,629,146
    

  

       144,260,675      149,803,380

Senior subordinated 12.5% notes, net of discount

     99,254,266      99,219,666

Other

     1,629,927      1,624,107
    

  

       254,144,868      250,647,153

Less – Current portion

     21,551,860      18,892,088
    

  

     $ 223,593,008    $ 231,755,065
    

  

 

6. Recent Accounting Pronouncements

 

In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities” and in December 2003, issued Interpretation No. 46 (R) (revised December 2003) “Consolidation of Variable Interest Entities – An Interpretation of Accounting Research Bulletin (“ARB”) No. 51.” In general, a variable interest entity is a corporation, partnership, trust, or any other legal structure used for business purposes that either (a) does not have equity investors with voting rights or (b) has equity investors that do not provide sufficient financial resources for the entity to support its activities. FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 (R) clarifies the application of ARB 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without subordinated financial support from other parties. The consolidation requirements of FIN 46 applies immediately to variable interest entities created after January 31, 2003. The consolidation requirements apply to older entities in the first fiscal year or interim period beginning after June 15, 2003. Certain of the disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. FIN 46 (R) applies immediately to variable interest entities created after December 31, 2003, and to variable interest entities in which an enterprise obtains an interest after that date. It applies no later than the first reporting period ending after December 15, 2004, to variable interest entities in which an enterprise holds a variable interest (other than special purpose) that it acquired before January 1, 2004. FIN 46 (R) applies to public enterprises as of the beginning of the applicable interim or annual period. The Company believes that the adoption of FIN 46 and FIN 46 (R) will not have a material impact on its financial position or results of operations because the Company has no variable interest entities.

 

In December 2003, the Securities and Exchange Commission released Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”, which supersedes SAB 101, “Revenue Recognition in Financial Statements.” SAB 104 clarifies existing guidance regarding revenues for contracts which contain multiple deliverables to make it consistent with Emerging Issues Task Force (“EITF”) No. 00-21,

 

8


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

(unaudited)

 

“Accounting for Revenue Arrangements with Multiple Deliverables.” The adoption of SAB 104 did not have a material impact on the Company’s revenue recognition policies, nor its financial position or results of operations.

 

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Instruments with Characteristics of Both Liabilities and Equity”, which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS No. 150 requires that an issuer classify a financial instrument that is within its scope, which may have previously been reported as equity, as a liability (or an asset in some circumstances). This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. In October 2003, the FASB deferred implementation of paragraphs 9 and 10 of SFAS 150 regarding parent company treatment of minority interest for certain limited life entities and certain other mandatorily redeemable financial instruments. This deferral is for an indefinite period. The adoption of SFAS No. 150 did not have a material impact on the Company’s financial position or results of operations.

 

7. Commitments and Contingencies

 

During the normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include those given to various lessors in connection with facility leases for certain claims arising from such facility or lease. The Company has also issued guarantees, in the form of letters of credit, to cover contractual commitments, including merchandise purchases from foreign vendors and to secure the payment for potential future workers’ compensation claims. The Company had $15.6 million of letters of credit outstanding at February 1, 2004. Of this total, $13.8 million is related to potential future workers’ compensation claims. The Company has accrued a liability for the estimated claims, both reported and incurred but not yet reported, on the accompanying consolidated balance sheets. The duration of these indemnities, commitments and guarantees varies and in certain cases is indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any significant liabilities for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets other than as noted.

 

8. Segment Information

 

The Company has two reportable business segments, wholesale and retail sales. The Company’s wholesale sales business consists primarily of seven divisions; Knitwear, Sport, Shoes, Jewelry, Accessories, Fragrance and Home Accessories. Retail sales were primarily generated through the Company’s boutiques and outlet stores. Management evaluates segment performance based primarily on revenue and earnings from operations. Inter-segment sales are recorded at the Company’s wholesale selling prices and eliminated, along with any profit in ending inventory, through the eliminations column. Interest expense, the equity in the net income of investees accounted for by the equity method and income taxes are not allocated to the segments. The Company’s chief operational decision making group is presently comprised of the Co-Chief Executive Officers and the Chief Financial Officer.

 

9


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

 

(unaudited)

 

Segment information is summarized as follows for the periods indicated:

 

     Wholesale

   Retail

   Eliminations

    Total

     (in thousands)

First Quarter Fiscal 2004

                            

Net sales

   $ 84,219    $ 46,177    $ (26,770 )   $ 103,626

Operating income

     17,279      607      (4,824 )     13,062

Capital expenditures

     759      845      —         1,604

Depreciation and amortization

     2,428      1,825      —         4,253

First Quarter Fiscal 2003

                            

Net sales

   $ 79,674    $ 40,984    $ (22,362 )   $ 98,296

Operating income

     16,149      2,716      (3,502 )     15,363

Capital expenditures

     1,329      1,176      —         2,505

Depreciation and amortization

     2,520      1,905      —         4,425

 

9. Supplemental Condensed Consolidated Financial Information

 

The Company’s payment obligations under the senior subordinated notes are guaranteed by certain of the Company’s wholly owned subsidiaries (the “Guarantor Subsidiaries”). Such guarantees are full, unconditional and joint and several. Except for restrictions under applicable law, there are no material restrictions on distributions from the Guarantor Subsidiaries to SJKI. Separate financial statements of the Guarantor Subsidiaries are not presented because the Company’s management has determined that they would not be material to investors. The following supplemental financial information sets forth, on an unconsolidated basis, balance sheet, statement of income, and statement of cash flow information for the Parent Company (consisting of SJKI and St. John), for the Guarantor Subsidiaries and for the Company’s other subsidiaries (the “Non-Guarantor Subsidiaries”). During the third quarter of fiscal 2003, the Company set up a new entity to hold its retail operations. The new company operates under the name of St. John Apparel, LLC and is a Guarantor Subsidiary. The supplemental financial information reflects the investments of the Parent Company in the Guarantor Subsidiaries and Non-Guarantor Subsidiaries using the equity method of accounting. The supplemental financial information is presented for the periods as of February 1, 2004 and November 2, 2003, and for the 13 weeks ended February 1, 2004 and February 2, 2003.

 

10


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

FEBRUARY 1, 2004

(UNAUDITED)

 

(Amounts in thousands)    PARENT
COMPANY


    GUARANTOR
SUBSIDIARIES


   NON-GUARANTOR
SUBSIDIARIES


    ELIMINATIONS

    CONSOLIDATED

 

ASSETS

                                       

Current assets:

                                       

Cash, cash equivalents and investments

   $ 23,249     $ 524    $ 941     $ —       $ 24,714  

Accounts receivable, net

     19,547       2,768      1,536               23,851  

Inventories (1)

     21,568       38,503      4,601               64,672  

Deferred income tax benefit

     14,956                              14,956  

Other

     4,582       1,041      135               5,758  

Intercompany accounts receivable

     6,633                      (6,633 )     —    
    


 

  


 


 


Total current assets

     90,535       42,836      7,213       (6,633 )     133,951  

Property and equipment, net

     42,789       30,945      8,788               82,522  

Investment in subsidiaries

     58,655                      (58,655 )     —    

Receivable from consolidated subsidiaries

     21,437                      (21,437 )     —    

Deferred financing costs

     6,422                              6,422  

Deferred income tax benefit

     1,920                              1,920  

Other assets

     3,752       1,036      2,239               7,027  
    


 

  


 


 


Total assets

   $ 225,510     $ 74,817    $ 18,240     $ (86,725 )   $ 231,842  
    


 

  


 


 


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

                                       

Current liabilities:

                                       

Accounts payable

   $ 10,700     $ —      $ 188     $ —       $ 10,888  

Accrued expenses

     18,853       2,540      808               22,201  

Current portion of long-term debt

     21,552                              21,552  

Accrued interest expense

     1,030                              1,030  

Intercompany accounts payable

                    6,633       (6,633 )     —    

Income taxes payable

     8,437              (2,902 )             5,535  
    


 

  


 


 


Total current liabilities

     60,572       2,540      4,727       (6,633 )     61,206  

Intercompany payable

             9,268      12,169       (21,437 )     —    

Long-term debt, net of current portion

     223,282              311               223,593  

Deferred rent

     5,406       341                      5,747  

Deferred income tax liability

     151                              151  
    


 

  


 


 


Total liabilities

     289,411       12,149      17,207       (28,070 )     290,697  
    


 

  


 


 


Redeemable common stock

     24,402                              24,402  
    


 

  


 


 


Total stockholders’ equity (deficit)

     (88,303 )     62,668      1,033       (58,655 )     (83,257 )
    


 

  


 


 


Total liabilities and stockholders’ equity (deficit)

   $ 225,510     $ 74,817    $ 18,240     $ (86,725 )   $ 231,842  
    


 

  


 


 


 

(1) Inventories are shown at cost for all entities

 

11


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

NOVEMBER 2, 2003

 

(Amounts in thousands)    PARENT
COMPANY


    GUARANTOR
SUBSIDIARIES


   NON-GUARANTOR
SUBSIDIARIES


    ELIMINATIONS

    CONSOLIDATED

 

ASSETS

                                       

Current assets:

                                       

Cash, cash equivalents and investments

   $ 18,492     $ 306    $ 467     $ —       $ 19,265  

Accounts receivable, net

     27,017       2,769      1,672               31,458  

Inventories (1)

     16,082       39,945      4,089               60,116  

Deferred income tax benefit

     14,956                              14,956  

Prepaid expenses and other

     3,890       1,170      118               5,178  

Intercompany accounts receivable

     4,628                      (4,628 )     —    
    


 

  


 


 


Total current assets

     85,065       44,190      6,346       (4,628 )     130,973  

Property and equipment, net

     46,384       31,976      8,767               87,127  

Investment in subsidiaries

     58,449                      (58,449 )     —    

Receivable from consolidated subsidiaries

     22,330                      (22,330 )     —    

Deferred financing costs

     6,972                              6,972  

Deferred income tax benefit

     1,920                              1,920  

Other assets

     4,090       1,031      2,176               7,297  
    


 

  


 


 


Total assets

   $ 225,210     $ 77,197    $ 17,289     $ (85,407 )   $ 234,289  
    


 

  


 


 


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

                                       

Current liabilities:

                                       

Accounts payable

   $ 10,733     $ —      $ 782     $ —       $ 11,515  

Accrued expenses

     19,050       2,200      783               22,033  

Current portion of long-term debt

     18,892                              18,892  

Accrued interest expense

     4,103                              4,103  

Intercompany accounts payable

                    4,628       (4,628 )     —    

Income taxes payable

     8,079              (2,557 )             5,522  
    


 

  


 


 


Total current liabilities

     60,857       2,200      3,636       (4,628 )     62,065  

Intercompany payable

             10,311      12,019       (22,330 )     —    

Long-term debt, net of current portion

     231,456              299               231,755  

Deferred rent

     5,465       139                      5,604  

Deferred income tax liability

     151                              151  
    


 

  


 


 


Total liabilities

     297,929       12,650      15,954       (26,958 )     299,575  
    


 

  


 


 


Redeemable common stock

     26,381                              26,381  
    


 

  


 


 


Total stockholders’ equity (deficit)

     (99,100 )     64,547      1,335       (58,449 )     (91,667 )
    


 

  


 


 


Total liabilities and stockholders’ equity (deficit)

   $ 225,210     $ 77,197    $ 17,289     $ (85,407 )   $ 234,289  
    


 

  


 


 


 

(1) Inventories are shown at cost for all entities

 

12


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME

THIRTEEN WEEKS ENDED FEBRUARY 1, 2004

(UNAUDITED)

 

     PARENT
COMPANY


    GUARANTOR
SUBSIDIARIES


    NON-GUARANTOR
SUBSIDIARIES


    ELIMINATIONS

   CONSOLIDATED

(Amounts in thousands)

                                     

Net sales

   $ 54,179     $ 45,747     $ 3,700     $ —      $ 103,626

Cost of sales

     21,035       24,452       1,844              47,331
    


 


 


 

  

Gross profit

     33,144       21,295       1,856       —        56,295

Selling, general and administrative expenses

     17,722       23,134       2,377              43,233
    


 


 


 

  

Operating income (loss)

     15,422       (1,839 )     (521 )     —        13,062

Interest expense

     5,556                              5,556

Other income (expense)

     185       (40 )     (31 )            114
    


 


 


 

  

Income (loss) before income taxes

     10,051       (1,879 )     (552 )     —        7,620

Income taxes

     1,890       —         (344 )            1,546
    


 


 


 

  

Income (loss) before equity in loss of consolidated subsidiaries

     8,161       (1,879 )     (208 )     —        6,074

Equity in loss of consolidated subsidiaries

     (2,087 )                     2,087      —  
    


 


 


 

  

Net income (loss)

   $ 6,074     $ (1,879 )   $ (208 )   $ 2,087    $ 6,074
    


 


 


 

  

 

13


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF INCOME

THIRTEEN WEEKS ENDED FEBRUARY 2, 2003

(UNAUDITED)

 

     PARENT
COMPANY


    GUARANTOR
SUBSIDIARIES


    NON-GUARANTOR
SUBSIDIARIES


    ELIMINATIONS

   CONSOLIDATED

 

(Amounts in thousands)

                                       

Net sales

   $ 94,720     $ 1,197     $ 2,379     $ —      $ 98,296  

Cost of sales

     41,637       787       1,191              43,615  
    


 


 


 

  


Gross profit

     53,083       410       1,188       —        54,681  

Selling, general and administrative expenses

     36,780       1,128       1,410              39,318  
    


 


 


 

  


Operating income (loss)

     16,303       (718 )     (222 )     —        15,363  

Interest expense

     6,607                              6,607  

Other income (expense)

     (57 )     (192 )     (2 )            (251 )
    


 


 


 

  


Income (loss) before income taxes

     9,639       (910 )     (224 )     —        8,505  

Income taxes

     4,057       (382 )     (174 )            3,501  
    


 


 


 

  


Income (loss) before equity in loss of consolidated subsidiaries

     5,582       (528 )     (50 )     —        5,004  

Equity in loss of consolidated subsidiaries

     (578 )                     578      —    
    


 


 


 

  


Net income (loss)

   $ 5,004     $ (528 )   $ (50 )   $ 578    $ 5,004  
    


 


 


 

  


 

14


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THIRTEEN WEEKS ENDED FEBRUARY 1, 2004

(UNAUDITED)

 

     PARENT
COMPANY


    GUARANTOR
SUBSIDIARIES


   

NON-

GUARANTOR
SUBSIDIARIES


    ELIMINATIONS

    CONSOLIDATED

 

(Amounts in thousands)

                                        

OPERATING ACTIVITIES:

                                        

Net income (loss)

   $ 10,248     $ (1,879 )   $ (208 )   $ (2,087 )   $ 6,074  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

                                        

Depreciation and amortization

     2,166       1,801       286               4,253  

Amortization of discount on 12.5% notes due 2009

     35                               35  

Amortization of deferred loan costs

     550                               550  

(Gain) loss on disposal of property and equipment

     (132 )     44                       (88 )

Partnership losses

     215                               215  

Deferred rent

     (59 )     202                       143  

Equity in loss of consolidated subsidiaries

     (2,087 )                     2,087       —    

Changes in operating assets and liabilities:

                                        

Accounts receivable

     7,471       1       135               7,607  

Intercompany receivables (net)

     1,130       (1,043 )     (87 )             —    

Inventories

     (5,486 )     1,442       (512 )             (4,556 )

Other current assets

     (688 )     128       (21 )             (581 )

Other assets

     (7 )     (5 )     (59 )             (71 )

Accounts payable

     (627 )                             (627 )

Accrued expenses

     (1,685 )     341       1,513               169  

Accrued interest expense

     (3,073 )                             (3,073 )

Income taxes payable

     357               (344 )             13  
    


 


 


 


 


Net cash provided by operating activities

     8,328       1,032       703       —         10,063  
    


 


 


 


 


INVESTING ACTIVITIES:

                                        

Proceeds from sale of property and equipment

     2,148                               2,148  

Purchase of property and equipment

     (584 )     (813 )     (207 )             (1,604 )

Capital distributions from partnership

     120                               120  
    


 


 


 


 


Net cash used in investing activities

     1,684       (813 )     (207 )     —         664  
    


 


 


 


 


FINANCING ACTIVITIES:

                                        

Principal payments of long-term debt

     (5,549 )                             (5,549 )
    


 


 


 


 


Net cash used in financing activities

     (5,549 )     —         —         —         (5,549 )
    


 


 


 


 


Effect of exchange rate changes

     217               53               270  
    


 


 


 


 


Net increase in cash and cash equivalents

     4,680       219       549               5,448  

Beginning balance, cash and cash equivalents

     18,492       306       467               19,265  
    


 


 


 


 


Ending balance, cash and cash equivalents

   $ 23,172     $ 525     $ 1,016     $ —       $ 24,713  
    


 


 


 


 


Supplemental disclosures of cash flow information:

                                        

Cash received for interest income

   $ 86     $ —       $ —       $ —       $ 86  
    


 


 


 


 


Cash paid for:

                                        

Interest expense

   $ 8,028     $ —       $ 3     $ —       $ 8,031  
    


 


 


 


 


Income taxes

   $ 1,554     $ —       $ —       $ —       $ 1,554  
    


 


 


 


 


Supplemental disclosures of noncash financing activities:

                                        

Adjustment of redeemable common stock to fair value

   $ (1,979 )   $ —       $ —       $ —       $ (1,979 )
    


 


 


 


 


 

15


ST. JOHN KNITS INTERNATIONAL, INCORPORATED

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

THIRTEEN WEEKS ENDED FEBRUARY 2, 2003

(UNAUDITED)

 

     PARENT
COMPANY


    GUARANTOR
SUBSIDIARIES


   

NON-

GUARANTOR
SUBSIDIARIES


    ELIMINATIONS

    CONSOLIDATED

 

(Amounts in thousands)

                                        

OPERATING ACTIVITIES:

                                        

Net income (loss)

   $ 5,004     $ (528 )   $ (50 )   $ 578     $ 5,004  

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

                                        

Depreciation and amortization

     3,650       629       146               4,425  

Amortization of discount on 12.5% notes due 2009

     35                               35  

Amortization of deferred loan costs

     503                               503  

Loss on disposal of property and equipment

     177                               177  

Partnership losses

     220                               220  

Deferred rent

     180                               180  

Equity in loss of consolidated subsidiaries

     578                       (578 )     —    

Changes in operating assets and liabilities:

                                        

Accounts receivable

     6,421       24       (13 )             6,432  

Intercompany receivables (net)

     (370 )     (663 )     1,033               —    

Inventories

     5,897       292       (103 )             6,086  

Other current assets

     (991 )     1       (20 )             (1,010 )

Other assets

     88       24       (4 )             108  

Accounts payable

     (258 )                             (258 )

Accrued expenses

     226       219       (66 )             379  

Accrued interest expense

     (4,131 )                             (4,131 )

Income taxes payable

     1,449               (177 )             1,272  
    


 


 


 


 


Net cash provided by (used in) operating activities

     18,678       (2 )     746       —         19,422  
    


 


 


 


 


INVESTING ACTIVITIES:

                                        

Proceeds from sale of property and equipment

     20                               20  

Purchase of property and equipment

     (2,505 )                             (2,505 )

Capital distributions from partnership

     120                               120  
    


 


 


 


 


Net cash used in investing activities

     (2,365 )     —         —         —         (2,365 )
    


 


 


 


 


FINANCING ACTIVITIES:

                                        

Principal payments of long-term debt

     (1,992 )             (84 )             (2,076 )

Redemption of redeemable common stock

     (5,000 )                             (5,000 )
    


 


 


 


 


Net cash used in financing activities

     (6,992 )     —         (84 )     —         (7,076 )
    


 


 


 


 


Effect of exchange rate changes

     13               (1 )             12  
    


 


 


 


 


Net increase (decrease) in cash and cash equivalents

     9,334       (2 )     661       —         9,993  

Beginning balance, cash and cash equivalents

     29,411       2       716               30,129  
    


 


 


 


 


Ending balance, cash and cash equivalents

   $ 38,745     $ —       $ 1,377     $ —       $ 40,122  
    


 


 


 


 


Supplemental disclosures of cash flow information:

                                        

Cash received for interest income

   $ 132     $ —       $ —       $ —       $ 132  
    


 


 


 


 


Cash paid for:

                                        

Interest expense

   $ 10,182     $ —       $ 2     $ —       $ 10,184  
    


 


 


 


 


Income taxes

   $ 2,228     $ —       $ —       $ —       $ 2,228  
    


 


 


 


 


Supplemental disclosures of noncash activities:

                                        

Conversion of accrued interest to subordinated notes

   $ 533     $ —       $ —       $ —       $ 533  
    


 


 


 


 


Unrealized gain on securities

   $ 2     $ —       $ —       $ —       $ 2  
    


 


 


 


 


Adjustment of redeemable common stock to fair value

   $ (1,949 )   $ —       $ —       $ —       $ (1,949 )
    


 


 


 


 


 

16


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

The following table is derived from the Company’s Consolidated Statements of Income and sets forth, for the periods indicated, the results of operations as a percentage of net sales:

 

    

Percentage of Net Sales

Thirteen Weeks Ended

(“First Quarter”)


 
     February 1,
2004


    February 2,
2003


 

Net sales

   100.0 %   100.0 %

Cost of sales

   45.7     44.4  
    

 

Gross profit

   54.3     55.6  

Selling, general and administrative expenses

   41.7     40.0  
    

 

Operating income

   12.6     15.6  

Interest expense

   5.4     6.7  

Other income (expense)

   0.1     (0.3 )
    

 

Income before income taxes

   7.3     8.6  

Income taxes

   1.5     3.5  
    

 

Net income

   5.8 %   5.1 %
    

 

 

First Three Months of Fiscal 2004 Compared to First Three Months of Fiscal 2003

 

Net sales for the first three months of fiscal 2004 increased by $5.3 million, or 5.4% as compared to the first three months of fiscal 2003. This increase was principally attributable to (i) an increase in sales by company-owned retail boutiques of approximately $4.1 million, partially due to the relocation of two existing retail boutiques located in Beverly Hills, California and Chicago, Illinois and the addition of two new retail boutiques which were opened after the end of the first quarter of fiscal 2003, (ii) an increase in sales by company-owned retail outlet stores of approximately $2.3 million, primarily due to the addition of three new retail outlet stores which were opened after the end of the first quarter of fiscal 2003 and (iii) an increase in international sales of approximately $1.5 million. These increases were partially offset by a decrease in sales to domestic wholesale customers of approximately $1.4 million and a decrease in sales of approximately $1.2 million for the St. John Home stores, which were closed during the first six months of fiscal 2003. Sales for company-owned retail boutiques open at least one year increased 10.4% during the first three months of fiscal 2004 as compared to the first three months of fiscal 2003. The overall increase in net sales was the result of an increase in the average selling price of the Company’s products.

 

Gross profit for the first three months of fiscal 2004 increased by $1.6 million, or 3.0% as compared with the first three months of fiscal 2003, however, it decreased as a percentage of net sales to 54.3% from 55.6%. This decrease as a percentage of net sales was primarily the result of a decrease in the gross

 

17


profit margin for the Knit product line due to a change in the mix of the products being manufactured and sold, increased labor costs and production inefficiencies incurred during the first quarter of fiscal 2004 related to the closure of one of the Company’s production facilities, combined with a decrease in the gross profit margin for the company-owned retail boutiques primarily due to an increase in point of sale markdowns. These decreases were partially offset by an increase in the gross profit margin resulting from increased sales at the company-owned retail boutiques, which on a consolidated basis have a higher gross profit margin than sales to wholesale customers.

 

Selling, general and administrative expenses for the first three months of fiscal 2004 increased by $3.9 million, or 10.0% over the first three months of fiscal 2003, and increased as a percentage of net sales to 41.7% from 40.0%. Selling, general and administrative expenses increased during the period primarily due to (i) an increase of approximately $3.2 million resulting from the opening of two new retail boutiques, the relocation of three retail boutiques, the expansion of two retail boutiques and the opening of three retail outlet stores since the end of the first quarter of fiscal 2003, (ii) an increase in costs related to the Company’s expanding operations in Japan of approximately $0.7 million and (iii) approximately $0.5 million in costs related to the closure of one of the Company’s manufacturing facilities during the first quarter of fiscal 2004.

 

Operating income for the first three months of fiscal 2004 decreased by $2.3 million, or 15.0% as compared to the first three months of fiscal 2003. Operating income as a percentage of net sales decreased to 12.6% from 15.6% during the same period. This decrease in operating income as a percentage of net sales was due to a decrease in the gross profit margin and an increase in selling, general and administrative expenses as a percentage of net sales for the period.

 

Interest expense for the first three months of fiscal 2004 decreased by $1.1 million, or 15.9% from the first three months of fiscal 2003. This decrease was due to the retirement of the Company’s senior subordinated 15.25% notes during May 2003. These notes were paid off using the proceeds from an additional borrowing of $30.0 million under the Company’s credit agreements and cash on hand.

 

Income taxes for the first three months of fiscal 2004 decreased by $2.0 million from the first three months of fiscal 2003. The tax rate decreased from 41.2% to 20.3% during the same period. This decrease was primarily due to an adjustment recorded during the first quarter of fiscal 2004 to reduce the Company’s tax liability for potential income tax audit issues which were resolved during the period. The Company anticipates an income tax rate of approximately 39% for the remainder of fiscal 2004.

 

Liquidity and Capital Resources

 

The Company’s primary cash requirements are to fund payments required to service the Company’s debt, to fund the Company’s working capital needs, primarily inventory and accounts receivable, and for the purchase of property and equipment. During the first three months of fiscal 2004, cash provided by operating activities was $10.1 million. Cash provided by operating activities was primarily generated by net income and a decrease in accounts receivable, while cash used in operating activities was primarily used to fund an increase in inventories and a decrease in accrued interest expense resulting from the interest payment made on the 12.5% senior subordinated notes. The decrease in accounts receivable was primarily due to lower wholesale sales in January 2004 as compared to October 2003 and partially due to an increase in the liability for payments to some of the Company’s major customers for markdowns, due to the timing of the payments. The increase in inventory was primarily due to an increase in the inventory of raw materials and work in process at the Company’s manufacturing facilities. Cash provided by investing activities was $0.7 million during the first three months of fiscal 2004. The principal source of cash provided by investing activities was the sale and subsequent leaseback of the Company’s

 

18


manufacturing facility located in San Ysidro, California, while the principal use of cash in investing activities was for the construction of leasehold improvements for scheduled upgrades to company-owned retail boutiques, the construction of leasehold improvements for scheduled new, relocated or expanded retail boutiques and costs incurred to upgrade the Company’s computer systems. Cash used in financing activities was $5.5 million during the first three months of fiscal 2004, resulting from scheduled payments made on the Company’s long-term debt and a prepayment of $1.9 million.

 

As of February 1, 2004, the Company had approximately $72.7 million in working capital and $24.7 million in cash and cash equivalents. The Company’s principal source of liquidity is internally generated funds. As part of its credit facility with a syndicate of banks, the Company also has a $25.0 million revolving commitment, which expires on July 31, 2005. The revolving commitment is secured and borrowings thereunder bear interest at the Company’s choice of the bank’s borrowing rate (4.0% at February 1, 2004) plus 1.75% or LIBOR (1.125% at February 1, 2004) plus 2.75%. The availability of funds under the revolving commitment is subject to the Company’s continued compliance with certain covenants, including a covenant that sets the maximum amount the Company can spend annually on the acquisition of fixed or capital assets, and certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a minimum interest expense coverage ratio. As of February 1, 2004, the Company was in compliance with all covenants and no amounts were outstanding under the revolving commitment. The Company had $15.6 million of letters of credit outstanding at February 1, 2004 which reduces the amount available under the revolving commitment by a corresponding amount. The Company invests its excess cash in a money market fund.

 

Total debt outstanding decreased $5.5 million to $245.1 million during the three months ended February 1, 2004. This decrease was due to scheduled principal payments and a prepayment of $1.9 million. The Company’s outstanding debt was comprised of bank borrowings of $145.9 million and senior subordinated 12.5% notes (“12.5% notes”) of $100.0 million, excluding the unamortized issue discount of $0.8 million.

 

The Company is currently negotiating to sell and lease back four company-owned facilities located in Irvine, California. If consummated, it is expected that the transaction would result in net proceeds of approximately $20.0 million. The Company will use any net proceeds to prepay a portion of its bank borrowings. The Company would lease these properties back for a period of 15 years with initial annual lease payments of approximately $1.7 million, increasing over the life of the lease.

 

The Company’s primary ongoing cash expenditures are for debt service and the purchase of property and equipment. The Company’s debt service requirements consist primarily of principal and interest payments on bank borrowings and interest on the senior subordinated notes. The Company believes it will be able to finance its debt service and capital expenditure requirements with internally generated funds and availability under the revolving credit facility through fiscal 2005. Beyond fiscal 2005, the Company will have a significant increase in the principal payments required on its bank borrowings resulting from the maturity of its senior credit facilities. As a result, the Company may seek to raise additional capital or refinance such debt in order to satisfy its obligations. The Company’s ability to fund its capital investment requirements, interest and principal payment obligations and working capital requirements and to comply with all of the financial covenants under its debt agreements depends on its future operating performance and cash flow, which in turn are subject to prevailing economic conditions and to financial, business and other factors, some of which are beyond the Company’s control.

 

During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include those given to various lessors in connection with facility leases for certain

 

19


claims arising from such facility or lease. The Company has also issued guarantees, in the form of letters of credit, to cover contractual commitments, including merchandise purchases from foreign vendors and to secure the payment for potential future workers’ compensation claims. The Company had $15.6 million of letters of credit outstanding at February 1, 2004. Of this total, $13.8 million is related to potential future workers’ compensation claims. The Company has accrued a liability for the estimated claims, both reported and incurred but not yet reported. The duration of these indemnities, commitments and guarantees varies and in certain cases is indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. The Company has not recorded any significant liabilities for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets other than as noted.

 

The Company anticipates purchasing property and equipment of approximately $15.5 million during the remainder of fiscal 2004, but is not contractually committed to do so. The estimated $15.5 million will be used principally for (i) the construction of leasehold improvements for the expansion or relocation of five of the Company’s retail boutiques, (ii) upgrades to the Company’s manufacturing operations, (iii) the construction of St. John shops within the Company’s major wholesale customer locations and (iv) upgrades to the Company’s computer systems.

 

SJKI must rely on distributions, loans and other intercompany cash flows from its subsidiaries to generate the funds necessary to satisfy the repayment of its outstanding loans. Except for restrictions under applicable law, there are no material restrictions on distributions to the Company from the Company’s wholly owned subsidiaries that have guaranteed the Company’s payment obligations under its 12.5% notes.

 

The Company may repurchase, from time to time, a portion of its 12.5% notes, subject to market conditions and other factors. No assurance can be given as to whether or when or at what prices such repurchases will occur. In addition, the Company may be required to repurchase up to $5.0 million annually of the common stock beneficially owned by Bob Gray, Marie Gray or Kelly Gray (the “Gray family”). Mr. Gray has expressed an interest in exercising this right, although the amount and timing of such redemption, if any, has not yet been determined. Any such repurchases would be limited by the restrictions of the agreements under the credit facilities and senior subordinated notes.

 

SJKI has not paid any cash dividends since 1999 and does not anticipate the payment of any cash dividends on its common stock in the future. SJKI’s ability to pay dividends is restricted by the terms of its senior secured credit facilities and 12.5% notes.

 

The Company’s EBITDA (EBITDA generally represents the net income of the Company excluding the effects of interest expense, income taxes, depreciation and a majority of the items included in other income and expense) as defined in its credit agreement for its senior secured credit facilities was approximately $17.7 million and $20.0 million for the first three months of fiscal 2004 and 2003, respectively. EBITDA as defined by the Company may not be consistent with similarly titled measures of other companies. EBITDA is not a defined term under generally accepted accounting principles (“GAAP”) and is not an alternative to operating income or cash flow from operations as determined under GAAP. EBITDA is used to calculate certain covenants under the Company’s credit agreement, including a maximum leverage ratio and minimum fixed charge and interest expense coverage ratios. The Company believes that EBITDA provides additional information for determining its ability to meet future debt service requirements; however, EBITDA should not be construed as an indication of the Company’s operating performance or as a measure of liquidity.

 

20


The table below shows the reconciliation from net income to EBITDA (as adjusted per the terms of the credit agreement) for the first quarter of fiscal years 2004 and 2003:

 

     Thirteen Weeks Ended

     February 1,
2004


    February 2,
2003


     (in thousands)

Net income

   $ 6,074     $ 5,004

Income taxes

     1,546       3,501

Interest expense

     5,557       6,607

Other (income) expense

     (114 )     251

Depreciation and amortization

     4,253       4,425

Deferred rent expense

     143       180

Licensing income

     142       —  

Accrued letter of credit fees

     113       —  
    


 

Adjusted EBITDA

   $ 17,714     $ 19,968
    


 

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements within the meaning of Securities and Exchange Commission regulation S-K Item 303(a)(4).

 

Credit Facility

 

The Company is a party to a credit agreement with a syndicate of banks, which initially provided for an aggregate principal amount of loans totaling $215.0 million. The credit agreement consists of three facilities: (i) tranche A facility totaling $75.0 million which matures July 31, 2005, (ii) tranche B facility totaling $115.0 million which matures July 31, 2007 and (iii) the revolving credit facility totaling $25.0 million which matures July 31, 2005.

 

Borrowings under the tranche A facility and the revolving credit facility bear interest at a floating rate, which is based upon the leverage ratio of the Company, but cannot exceed the bank’s borrowing rate plus 1.75% or LIBOR plus 2.75%. Borrowings under the tranche B facility bear interest at a floating rate, which is also based upon the leverage ratio of the Company, but cannot exceed the bank’s borrowing rate plus 2.75% or LIBOR plus 3.75%. In addition, the Company is required to pay a commitment fee on the unused portion of the revolving credit facility of up to 0.5% per year.

 

Borrowings under the tranche A facility began to mature quarterly on November 2, 1999, while borrowings under the tranche B facility began to mature quarterly on November 2, 2000. The credit agreement permits the Company to prepay loans and to permanently reduce revolving credit commitments, in whole or in part, at any time. In addition, the Company is required to make mandatory prepayments of the tranche A and B facilities, subject to certain exceptions, in amounts equal to (i) 75% of excess cash flow (as defined in the Company’s credit agreement); (ii) 75% of the net cash proceeds of a permitted asset sale (as defined in the Company’s credit agreement) and (iii) 100% of the net cash proceeds of certain dispositions of assets or issuances of debt or equity of the Company or any of its subsidiaries (in each case, subject to certain exceptions and subject to a reduction to zero based upon the Company’s financial performance).

 

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The obligations of the Company under the credit agreement are guaranteed by each domestic subsidiary of the Company, and to the extent no adverse tax consequences would result from such guarantees, each foreign subsidiary of the Company. The credit agreement and the related guarantees are secured by (i) a pledge of 100% of the capital stock of each domestic subsidiary of the Company and 65% of each foreign subsidiary of the Company and (ii) a security interest in, and mortgage on, substantially all the assets of the Company and each domestic subsidiary of the Company and to the extent no adverse tax consequences would result therefrom, each foreign subsidiary of the Company.

 

The credit agreement requires the Company to comply with specified financial ratios, including a minimum interest coverage ratio, a maximum leverage ratio and a minimum fixed charge coverage ratio. Each ratio is calculated using EBITDA. In the event of non-compliance with any of these ratios, the Company would be in default under the credit agreement. The credit agreement also contains additional covenants that, among other things, restrict the ability of the Company to dispose of assets, incur additional indebtedness, pay dividends, create liens on assets, make investments, loans or advances and engage in mergers or consolidations. The credit agreement prohibits the Company from declaring or paying any dividends or making any payments with respect to the Company’s senior subordinated notes if it fails to perform its obligations under, or fails to meet the conditions of, the credit agreement or if such payment creates a default under the credit agreement. The credit agreement contains customary events of default. In the event of default, the total amount of the outstanding debt plus any accrued interest would become immediately due and payable. At February 1, 2004, the Company was in compliance with all covenants.

 

Senior Subordinated 12.5% Notes

 

In addition to the credit facilities described above, the Company has $100.0 million of 12.5% notes outstanding. The 12.5% notes are unsecured and mature on July 1, 2009. The 12.5% notes bear interest at a rate of 12.5% per year and were issued at 98.616% of the actual face value. Interest on such notes is payable semiannually to the holders of record. The notes are subject to redemption by the Company on or after July 1, 2004 at a premium starting at 6.25% and decreasing to zero at July 1, 2008. The indenture governing the notes limits, among other things, the payment of dividends, the incurrence of additional indebtedness and other restricted payments. The indenture contains customary events of default.

 

Redeemable Common Stock

 

SJKI is a party to a stockholders’ agreement with Vestar/Gray Investors, LLC, Vestar Capital Partners III, L.P. and the Gray family, which states, among other things, that prior to a public offering of SJKI common stock, if Bob Gray ceases to serve as Chairman or Chief Executive Officer of St. John or SJKI or if the employment with SJKI of Marie Gray or Kelly Gray ceases for any reason, then he or she will have the right to require SJKI to purchase the shares of SJKI common stock beneficially owned by them, at fair value, up to a maximum of $5.0 million of such common stock for all the Grays during any 12 month period. If any of the Grays are terminated without “cause” or resigns for “good reason,” as these terms are defined in their employment agreements with the Company, then he or she will have the right to require SJKI to purchase the shares of SJKI common stock beneficially owned by them, up to a maximum of 25% of the total shares held by such terminated or resigning Gray employee during any 12 month period. This agreement may be limited by the terms of the agreements related to the credit facilities and the senior subordinated notes.

 

The value of the Company’s redeemable common stock, as reported on the Company’s Consolidated Balance Sheets, decreased from $26.4 million at November 2, 2003 to $24.4 million at February 1, 2004. This reduction was due to a decrease in the fair market value of the Company’s common stock.

 

22


Critical Accounting Policies

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. As such, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet dates and the reported amounts of revenue and expense during the reporting periods. Actual results could significantly differ from such estimates.

 

The Company believes that the following accounting policies are among the most critical because they involve significant judgments and uncertainties and could potentially result in materially different results under different assumptions and conditions.

 

Inventories

 

Inventories are stated at the lower of the cost to purchase and/or manufacture the inventory or the current estimated market value (lower of cost or market). The Company regularly reviews its inventory quantities on hand and records a provision for excess and obsolete inventory based primarily on the Company’s estimated forecast of product demand and production requirements. Any significant change in the anticipated demand for the Company’s products could cause the Company to revise its estimate of excess and obsolete inventory, which could affect the Company’s reported results.

 

Revenue Recognition

 

Sales to the Company’s wholesale customers are recognized when the goods are shipped and title passes. Sales are recognized upon purchase by customers at the Company’s retail store locations at the point of sale. The Company has recorded reserves to estimate sales returns by customers based on historical sales return results. Actual return rates have historically been within management’s expectations and the reserves established. However, in the unlikely event that the actual rate of sales returns by customers changes significantly, the Company’s reported results could be affected.

 

Wholesale Markdowns

 

The Company has arrangements with some of its major wholesale customers which may result in the Company reimbursing them for markdowns. The Company records an estimate of its liability under these arrangements at the time of sale, based upon historical experience. These estimates are based in part on projected sales and markdowns for these customers into the future. While historical experience has been within management’s expectations, any significant variation from the projected sales or markdowns could cause the Company to change its estimates. Any such change in the Company’s estimates could affect the Company’s reported results.

 

Long-lived Assets

 

During the normal course of business, the Company acquires tangible long-lived assets. The Company periodically evaluates the recoverability of the carrying amount of these assets. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. Impairments are recognized in operating income as they are realized. The Company uses its best judgment, based upon the most current facts and circumstances surrounding the specific assets, when applying these impairment rules. Changes in the assumptions used could have a significant impact on the Company’s assessments of the recoverability. Many factors, including changes to the Company’s business and the global economy, could significantly impact management’s decision to retain or dispose of certain of its long-lived assets.

 

23


Foreign Currency Translation

 

The Company sells its products to customers located in various parts of Europe in the customers’ local currencies, Euros and British Pounds. The Company also purchases its shoes, leather goods and other raw material items from vendors located in Europe in Euros. Fluctuations in the exchange rates can have an effect on the sales revenues and expenses recorded in connection with such transactions. For fiscal years 2004 and 2003, the Company made the decision to stop its hedging of such foreign currencies and to allow its sales and purchases to act as a natural hedge. This decision was based upon the fact that the sales and purchases made in the foreign currencies were similar in amounts over each of the fiscal years. If these amounts vary in the future or if the Company changes its policy on hedging for these currencies, it could affect the Company’s reported results.

 

Accounts Receivable

 

The Company performs ongoing credit evaluations of its wholesale customers and adjusts credit limits based upon payment history and the customer’s current financial status. The Company continuously monitors its customer payments and maintains a provision for estimated credit losses based upon the Company’s historical experience and any specific customer collection issues that have been identified. The Company’s accounts receivable are concentrated in the apparel industry, primarily with its three major customers. The risk of collection is concentrated within this industry and with these specific customers. As a result of this concentration, a change in the creditworthiness of the companies within the apparel industry could cause the Company to revise its estimate of credit losses, which could have a significant effect on the Company’s reported results.

 

Insurance Program

 

The Company is partially self-insured for its workers’ compensation insurance coverage. Under this insurance program the Company is liable for a deductible of $500,000 for each individual claim. The Company records a liability for the estimated cost of claims both reported and incurred but not reported based upon its historical experience. The estimated costs include the estimated future cost of all open claims. The Company will continue to adjust the estimates as the actual experience dictates. A significant change in the number or dollar amount of claims could cause the Company to revise its estimate of potential losses and affect its reported results.

 

Inflation

 

The Company does not believe that inflation had a material impact on the sales reported for the first quarter of fiscal year 2004.

 

24


Forward Looking Statements

 

This Quarterly Report on Form 10-Q contains certain statements which describe the Company’s beliefs concerning future business conditions and the outlook for the Company based on currently available information. Wherever possible, the Company has identified these “forward looking” statements (as defined in Section 21E of the Securities Exchange Act of 1934) by words such as “anticipates”, “believes”, “estimates”, “expects” and other similar expressions. The forward looking statements and associated risks set forth herein may include or relate to: (i) the Company’s anticipated purchases of property and equipment during the remainder of fiscal 2004, (ii) the Company’s belief that it will be able to fund its debt service, working capital and capital expenditure requirements with internally generated funds and the use of its revolving credit facility and (iii) the Company’s anticipation that it will not pay cash dividends on its common stock in the future.

 

These forward looking statements are subject to risks, uncertainties and other factors which could cause the Company’s actual results, performance or achievements to differ materially from those expressed in, or implied by, these statements. In addition to the factors that may be described in this report, the following factors could cause actual results to differ from those expressed in any forward looking statements made by the Company: (i) the financial strength of the retail industry and the level of consumer spending for apparel and accessories, (ii) the financial health of the Company’s principal customers, (iii) the Company’s ability to develop, market and sell its products, (iv) competition from other manufacturers and retailers of women’s clothing and accessories, (v) general economic conditions and (vi) the ability of the Company to meet the financial covenants under its credit facilities and indenture. The Company undertakes no obligation to review or update publicly any forward looking statement.

 

25


Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The Company has exposure to fluctuations in foreign currency exchange rates for the revenues derived from sales to its foreign customers denominated in foreign currency. In order to reduce the effects of such fluctuations, under established risk management practices, the Company may enter into foreign exchange forward contracts. These contractual arrangements are typically entered into with a major financial institution. The Company does not hold derivative financial instruments for speculative trading. The primary business objective of this program is to secure the anticipated profit on sales denominated in foreign currencies. The Company’s primary exposure to foreign exchange fluctuation is on the Euro. The Company also purchases its shoes and leather goods, as well as various other raw materials, from companies located in Europe. The purchase of these items is completed in Euros. In order to reduce the effect of the fluctuation in the exchange rate between the Euro and the U.S. dollar, the Company may enter into forward contracts. The Company did not hold any forward contracts at February 1, 2004.

 

The Company made a decision to use its sales made in Euros as a natural hedge for the purchases of inventory items made in Euros for each of fiscal years 2004 and 2003. There can be no assurance that this strategy will fully offset the Company’s foreign currency exposure.

 

The Company is also exposed to market risks related to fluctuations in interest rates on its variable rate debt, which consists primarily of bank borrowings under the credit agreement. The Company also holds fixed rate subordinated notes. For fixed rate debt, changes in interest rates generally affect the fair market value, but not earnings or cash flows. Conversely, for variable rate debt, changes in interest rates generally do not influence fair market value, but do affect future earnings and cash flows. The Company has managed its exposure to changes in interest rates by issuing part of its debt with a fixed interest rate. Assuming that the balance of variable rate debt remains constant, a one percentage point increase in LIBOR from the first day of the year would result in an annual increase in interest expense of approximately $1.5 million.

 

Item 4. Controls and Procedures

 

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Co-Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

The Company carried out an evaluation under the supervision and with the participation of management, including its Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures as of February 1, 2004, the end of the period covered by this report. Based on that evaluation, the Company’s Co-Chief Executive Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of February 1, 2004.

 

26


There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended February 1, 2004 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

27


PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None

 

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None

 

Item 5. Other Information

 

None

 

Item 6. Exhibits and Reports on Form 8-K

 

  (a) Exhibits required by Item 601 of Regulation S-K.

 

31.1    Certification of Co-CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Co-CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Co-Chief Executive Officer
32.2    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Co-Chief Executive Officer
32.3    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Chief Financial Officer

 

  (b) Reports on Form 8-K.

 

None

 

28


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.

 

Date: March 15, 2004

 

ST. JOHN KNITS INTERNATIONAL, INCORPORATED (REGISTRANT)

By:   /s/ KELLY GRAY
   
   

Kelly Gray

Co-Chief Executive Officer

By:   /s/ BRUCE FETTER
   
   

Bruce Fetter

Co-Chief Executive Officer

By:   /s/ ROGER G. RUPPERT
   
   

Roger G. Ruppert

Executive Vice President-Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

29


EXHIBIT INDEX

 

Exhibit
Number


  

Description of Exhibit


31.1    Certification of Co-CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2    Certification of Co-CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Co-Chief Executive Officer
32.2    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Co-Chief Executive Officer
32.3    Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 – Chief Financial Officer

 

30