FOOTSTAR INC
8-K, 1998-10-23
SHOE STORES
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          =============================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported)        October 22, 1998


                                 FOOTSTAR, INC.
             (Exact name of registrant as specified in its charter)


                                   Delaware
                 (State or other jurisdiction of incorporation)

               1-11681                              22-3439443
       ------------------------        ---------------------------------
       (Commission File Number)        (IRS Employer Identification No.)

                            933 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                    (Address of principal executive offices)

                                 (201) 934-2000
              (Registrant's telephone number, including area code)


          =============================================================

<PAGE>

Item 5.  Other events.

         On October 22, 1998,  Footstar,  Inc. (the  "Company")  announced third
quarter results and that it expects, if sales trends continue,  that 1998 fourth
quarter  earings could range from $1.00 to $1.05 per diluted  share.  Net income
from  continuing  operations  for the quarter  ended October 3, 1998 amounted to
$18.4 million  versus net income of $18.8  million,  for the 1997 third quarter.
The net increase in diluted  earnings per share of 12.1% for the period included
a 15.2%  accretion  factor  due to share buy  backs,  partially  offset by a net
income  reduction of 2.1%.  For the nine months ended October 3, 1998,  Footstar
posted net income from  continuing  operations  of $41.1  million,  or $1.60 per
diluted share,  compared to $38.9 million, or $1.30 per diluted share, for 1997.
This  represented  a 23.1%  increase in diluted  earnings  per share  versus the
year-ago  period,  and  included  a 16.9%  accretion  factor  due to the  shares
repurchased by the Company.

         The Company also  announced  that its Board of Directors had authorized
the  repurchase  of up to  2,450,000  or 10% of the  outstanding  shares  of the
Company's Common Stock, from time to time, in the open market.

         Except for the historical  information  contained  herein,  the matters
discussed in this Current Report are forward looking statements  including those
regarding the Company's  sales trends and earnings  expectations  for the fourth
quarter.  These statements  involve a number of risks and uncertainties that may
cause  actual  results to differ  from  those  expressed  in any of the  forward
looking statements.  Such risks and uncertainties  include,  but are not limited
to, uncertainties during the remainder of the quarter related to consumer demand
for  footwear,   warmer  than  expected  weather,  consumer  acceptance  of  our
merchandise  mix and retail  locations,  the effect of competitive  products and
pricing,  the  availability of products and carriers of products,  and the other
risks detailed in the Company's  Securities and Exchange Commission filings. The
Company undertakes no obligation to update forward looking statements to reflect
events and circumstances after the date made.

         A copy of the  Company's  press  release  dated  October 22,  1998 is
attached hereto as Exhibit 99.



Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits
       
              99    Press Release of Footstar, Inc. dated October 22, 1998


<PAGE>


                                   SIGNATURES

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  registration  has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                                     FOOTSTAR, INC.

                                               
Dated: October 23, 1998                         By:    CARLOS E. ALBERINI
                                                       ------------------------
                                                Name:  Carlos E. Alberini
                                                Title:  Sr. Vice President and
                                                        Chief Financial Officer





Investor Contact:  Carlos Alberini             Media Contact:  Wendi Kopsick
                   Sr. Vice President & CFO                    Jim Fingeroth
                   Footstar, Inc.                              Kekst and Company
                   (201) 760-4008                              (212) 521-4800


                              FOR IMMEDIATE RELEASE


                   FOOTSTAR REPORTS 1998 THIRD QUARTER RESULTS
                 AND ANNOUNCES NEW 10% STOCK REPURCHASE PROGRAM

                     -Diluted EPS Reached $0.74 in the 1998
                  Third Quarter, a 12.1% Increase Over Diluted
                         EPS of $0.66 for 1997 Quarter-

           -Lowering Earnings Expectations for the 1998 Fourth Quarter
                          to a Range of $1.00 to $1.05-


MAHWAH, NEW JERSEY, October 22, 1998 - Footstar, Inc. (NYSE:FTS) today announced
its  financial  results  for the third  quarter  ended  October  3, 1998 and the
authorization  of a new share  repurchase  program for up to 2,450,000 shares of
its common  stock.  The Company  also said,  if trends  continue,  it  currently
believes 1998 fourth quarter earnings could fall below analysts' estimates.

Third Quarter Results

Net income for the third  quarter  reached $18.4  million,  or $0.74 per diluted
share,  from net income of $18.8  million,  or $0.66 per diluted  share,  in the
third quarter of 1997, a 12.1% increase in diluted earnings per share.

Operating  profit for the third  quarter of 1998 amounted to $38.8  million,  an
increase of 3.5% over operating profit of $37.5 million for the third quarter of
1997.

Net sales for the third  quarter  increased  1.9% to $472.6  million from $464.0
million for the  comparable  quarter last year.  The Company's same stores sales
for the quarter  increased  0.4%.  Footaction's  same store sales increased 2.7%
during the quarter, while Meldisco's same store sales decreased 0.8%.

Mickey Robinson,  Chairman and Chief Executive Officer,  commented, "We are very
pleased with  Footstar's  results for the third quarter and  nine-month  period.
During  the  quarter,  we  managed  our  two  businesses  effectively  in a very
competitive environment, especially in the athletic footwear and apparel sector.
We controlled expenses tightly and increased operating margins in spite of gross
margin  pressures at our Footaction  division,  resulting from higher  occupancy
expenses and increased promotional activity."




<PAGE>



Year-to-Date Results

Net income for the nine months ended October 3, 1998 reached $41.1  million,  or
$1.60 per diluted share, from net income of $38.9 million,  or $1.30 per diluted
share,  in the comparable  period of 1997, a 23.1% increase in diluted  earnings
per share.

Operating profit for the first nine months of 1998 amounted to $93.8 million, an
increase  of 11.0% from  operating  profit of $84.5  million  for the first nine
months of 1997.

Net sales for the  nine-month  period  increased  5.5% to $1,336.1  million from
$1,266.9  million for the comparable  period last year. The Company's same store
sales for the  nine-month  period  rose  1.3%.  Footaction's  same  store  sales
increased 4.0%, while Meldisco posted a same store sales decline of 0.1%.

Outlook

While it is still  early in the  quarter,  based on  current  sales  trends  and
continued margin pressures at Footaction due to the highly competitive  athletic
footwear  and  apparel  sector,  the  Company  believes  it is  prudent to lower
earnings  estimates for the 1998 fourth quarter to a range of $1.00 to $1.05 per
diluted share, versus a First Call analysts' consensus of $1.16 for that period.
The  estimated  range assumes a marginal  increase in the  Company's  same store
sales for the quarter.  In the fourth quarter of 1997, the Company  reported net
income from continuing  operations,  before restructuring  charges, of $1.04 per
diluted share.

Mr. Robinson commented,  "Should there be a positive shift in current trends, we
believe,  based on our product offering and inventory  levels,  we would be in a
strong position to benefit and potentially  generate  results above the $1.00 to
$1.05  range.  However,  we are  proceeding  cautiously  and plan to manage  our
inventories in line with current sales trends while strictly  controlling costs.
This  approach has enabled us to achieve  improved  results in every period this
year in a very challenging retail environment and to keep inventories very clean
with relatively high turnover  rates. In fact,  total  inventories at the end of
the  quarter  were 4% lower  than a year  ago,  in spite of  substantial  square
footage expansion at our Footaction division."

Share Repurchase Program

The  Company  announced  that  its  Board  of  Directors  has  authorized  it to
repurchase up to 2,450,000  shares of its common stock from time to time in open
market transactions.  Mr. Robinson commented,  "The new stock repurchase program
reflects Footstar's strong financial position,  our Board's continued confidence
in the Company's  long-term  growth prospects and our commitment to the creation
of value for our shareholders."

As of  October  3,  1998,  Footstar  operated  563  Footaction  stores and 2,489
Meldisco leased footwear departments.

Except for the historical information contained herein, the matters discussed in
this  release are forward  looking  statements  including  those  regarding  the
Company's sales trends and earnings  expectations for the fourth quarter.  These
statements  involve a number of risks and  uncertainties  that may cause  actual
results to differ from those expressed in any of the forward looking statements.
Such risks and  uncertainties  include,  but are not limited  to,  uncertainties
during the  remainder of the quarter  related to consumer  demand for  footwear,
warmer than expected  weather,  consumer  acceptance of our  merchandise mix and
retail  locations,   the  effect  of  competitive   products  and  pricing,  the
availability  of products and carriers of product,  and the other risks detailed
in the  Company's  Securities  and  Exchange  Commission  filings.  The  Company
undertakes no obligation to update forward looking  statements to reflect events
and circumstances after the date made.

                             - ATTACHMENTS FOLLOW -


                                      # # #
<PAGE>


<TABLE>
<CAPTION>

                                        FOOTSTAR, INC. AND SUBSIDIARY COMPANIES
                                    CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                       (in millions, except for per share data)

                                                      Third Quarter Ended                      Nine Months Ended

                                                                            
                                          October 3,    % of    September 27,   % of    October 3,   % of    September 27,   % of
                                             1998       Sales      1997         Sales     1998       Sales        1997       Sales
                                          ----------    -------   ----------   -------   --------    ------     --------     ------
<S>                                          <C>         <C>      <C>          <C>      <C>            <C>      <C>          <C>
Net sales                                    $ 472.6     100.0%   $ 464.0      100.0%   $ 1,336.1      100.0%   $ 1,266.9   100.0%
Cost of sales                                  326.7      69.1%     321.9       69.4%       925.8       69.3%       881.8    69.5%
                                          ----------    -------   -------      ------   ---------      ------   ---------    ------

       Gross profit                            145.9      30.9%     142.1       30.6%       410.3       30.7%       385.1     30.4%

Store operating, selling, general and
       administrative expenses                  97.9      20.7%      96.5       20.8%       290.7       21.8%       277.1     21.9%

Depreciation and amortization                    9.2       1.9%       8.1        1.7%        25.8        1.9%        23.5      1.9%

                                          ----------     ------     -----       -----       -----       -----       -----      ----

       Operating profit                         38.8       8.2%      37.5        8.1%        93.8        7.0%        84.5      6.7%

Interest income (expense), net                  (0.4)     -0.1%      (0.2)       0.0%        (0.2)       0.0%         1.4      0.1%
                                          -----------     -----     ------      -----       ------       ----        -----     -----

       Income before income taxes and
         minority interests                     38.4       8.1%      37.3        8.0%        93.6        7.0%        85.9      6.8%

Provision for income taxes                      12.2       2.6%      12.3        2.7%        29.9        2.2%        28.3      2.2%
                                          ----------      -----      ----       -----        ----        ----        -----     ----

       Income before minority interests         26.2       5.5%      25.0        5.4%        63.7        4.8%        57.6      4.5%

Minority interests in net income                 7.8       1.7%       6.2        1.3%        22.6        1.7%        18.7      1.5%
                                          ----------      -----      ----        ----        ----        ----        -----     -----

       Net income                             $ 18.4       3.9%    $ 18.8        4.1%      $ 41.1        3.1%      $ 38.9      3.1%
                                          ==========       ====    ======       =====      ======        ====      =======     =====


Weighted average shares outstanding:
          Basic                                 24.5                 28.4                    25.3                    29.8
                                          ==========            =========                ========                  ======
                                          ==========            =========                ========                  ======
          Diluted                               24.8                 28.5                    25.6                    29.8
                                          ==========            =========                ========                  ======

Earnings per share:
          Basic                                $ 0.75               $ 0.66                  $ 1.63                  $ 1.31
                                          ===========           ==========               =========                  ======
                                          ===========           ==========               =========                  ======
          Diluted                              $ 0.74               $ 0.66                  $ 1.60                  $ 1.30
                                          ===========           ==========               =========                  ======
</TABLE>


Note:  1 -  Percentages  may not foot due to  rounding


       2 -  The Company  reports  monthly  sales using the NRF calendar  which
            differed  from the fiscal  calendar  on which the  Company  reported
            financial  results for the third  quarter and the nine months  ended
            September 27, 1997.


<PAGE>


<TABLE>
<CAPTION>

                                           FOOTSTAR, INC. AND SUBSIDIARY COMPANIES
                                            CONSOLIDATED CONDENSED BALANCE SHEETS
                                                        (in millions)



                                                                      October 3,           January 3,         September 27,
                                                                         1998                 1998                 1997
                                                                   -----------------    -----------------    -----------------
<S>                                                                         <C>                   <C>                    <C>      
ASSETS
Current assets:
   Cash and cash equivalents                                                    $ 9.3              $ 152.2               $ 36.9
   Accounts receivable, net                                                      44.8                 43.9                 48.7
   Inventories                                                                  339.3                284.5                353.9
   Prepaid expenses and other current assets                                     53.3                 48.4                 51.9
                                                                   ------------------    -----------------    -----------------
       Total current assets                                                     446.7                529.0                491.4

Property and equipment, net                                                     226.7                201.9                218.8
Other non-current assets                                                         36.9                 40.1                 41.7
                                                                   ==================   ==================   ==================
     Total assets                                                             $ 710.3              $ 771.0              $ 751.9
                                                                   ==================   ==================   ==================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                            $ 89.5               $ 95.4               $ 93.2
   Accrued expenses                                                             127.3                126.6                165.7
   Income taxes payable                                                          20.8                 21.9                 23.2
   Notes Payable                                                                 41.7                  0.0                  0.0
                                                                   ------------------   ------------------   ------------------
       Total current liabilities                                                279.3                243.9                282.1

Other long-term liabilities                                                      46.4                 59.5                 48.4
Minority interests in subsidiaries                                               51.4                 65.1                 47.9

Shareholders' equity                                                            333.2                402.5                373.5

                                                                   ==================   ==================   ==================
     Total liabilities and shareholders' equity                               $ 710.3              $ 771.0              $ 751.9
                                                                   ==================   ==================   ==================


</TABLE>

Note:  1 - Certain  reclassifications  have been made to the  September 27, 1997
       balances to conform to the 1998 presentation.


<PAGE>

<TABLE>
<CAPTION>

                                                    FOOTSTAR, INC.
                                                 Segment Information
                                                    (in millions)



                                             1st Quarter        2nd Quarter         3rd Quarter             YTD
                                           -----------------  -----------------   -----------------   -----------------
<S>                                                    <C>                <C>                 <C>                 <C>
Meldisco
        Sales
          1998                                         $236.3             $316.6              $288.3              $841.2
          1997                                         $239.2             $301.7              $293.2              $834.1

     Operating profit
          1998                                           $1.8              $40.7               $23.3               $65.8
          1997                                           $1.6              $33.3               $21.3               $56.2

Footaction
        Sales
          1998                                         $164.6             $146.0              $184.3              $494.9
          1997                                         $137.7             $124.3              $170.8              $432.8

     Operating profit
          1998                                           $8.9               $8.0               $17.5               $34.4
          1997                                           $8.1               $8.3               $18.2               $34.6

General Corporate Expenses
     Operating (loss)
          1998                                          ($2.5)             ($1.9)              ($2.0)              ($6.4)
          1997                                          ($2.3)             ($2.0)              ($2.0)              ($6.3)

Footstar
        Sales
          1998                                         $400.9             $462.6              $472.6            $1,336.1
          1997                                         $376.9             $426.0              $464.0            $1,266.9

     Operating profit
          1998                                           $8.2              $46.8               $38.8               $93.8
          1997                                           $7.4              $39.6               $37.5               $84.5


</TABLE>



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