<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/ x / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
OF 1934
For the transition period from _____________ to _______________
Commission File Number 0-28596
THE NORTH FACE, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3204082
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2013 Farallon Drive, San Leandro, California 94577
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 618-3500
Former name, former address and former fiscal year,
if changed since last report. N/A
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
The number of shares of Common Stock, with $0.0025 par value, outstanding on
October 28, 1996, was 9,950,275.
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THE NORTH FACE, INC.
SEPTEMBER 30, 1996
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE NO.
ITEM 1 - Financial Statements (unaudited)
Condensed Consolidated Balance Sheets. . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations. . . . . . . 4
Condensed Consolidated Statements of Cash Flows. . . . . . . 5
Notes to Condensed Consolidated Financial Statements . . . . 6
ITEM 2 - Management's Discussion and Analysis of Financial
Conditions and Results of Operations . . . . . . . . . . 8
PART II . OTHER INFORMATION
ITEM 1 - Legal Proceedings. . . . . . . . . . . . . . . . . . . . 11
ITEM 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . . 11
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE NORTH FACE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1996 1995 1995
------------- ------------ -------------
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $882 $2,823 $545
Accounts receivable, net . . . . . . . . . . . . . . . . . . 55,231 16,582 35,849
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . 34,149 21,048 23,158
Other current assets . . . . . . . . . . . . . . . . . . . . 6,130 3,391 2,446
---------- ---------- ----------
Total current assets. . . . . . . . . . . . . . . . . . 96,392 43,844 61,998
Property and equipment, net. . . . . . . . . . . . . . . . . 9,316 8,388 6,945
Trademarks and intangibles, net. . . . . . . . . . . . . . . 29,527 30,108 30,302
Debt issuance costs, net . . . . . . . . . . . . . . . . . . 86 1,739 1,920
Other assets . . . . . . . . . . . . . . . . . . . . . . . . 544 429 715
---------- ---------- ----------
Total assets. . . . . . . . . . . . . . . . . . . . . . $135,865 $84,508 $101,880
---------- ---------- ----------
---------- ---------- ----------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses, and other current
liabilities. . . . . . . . . . . . . . . . . . . . . . . . . 28,155 16,338 18,133
Short term borrowings and current portion of
long-term debt and obligations under capital leases. . . . . 30,079 4,838 25,564
---------- ---------- ----------
Total current liabilities . . . . . . . . . . . . . . . 58,234 21,176 43,697
Long-term debt and obligations under capital leases. . . . . 1,184 12,055 7,883
Other long-term liabilities. . . . . . . . . . . . . . . . . 6,622 6,376 5,589
Subordinated debt. . . . . . . . . . . . . . . . . . . . . . 9,433 24,333 24,333
---------- ---------- ----------
Total liabilities . . . . . . . . . . . . . . . . . . . 75,473 63,940 81,502
---------- ---------- ----------
Stockholders' equity:
Series A Preferred Stock, $1.00 par value - shares
authorized 4,000,000; issued and outstanding 1,936,000
at September 30, 1995 and December 31, 1995, and 0 at
September 30, 1990 . . . . . . . . . . . . . . . . . . . . 0 12,267 12,267
Cumulative Preferred Dividends Accrued . . . . . . . . . . . 0 2,049 1,693
Common Stock, $.0025 par value - 50,000,000 shares
authorized; 2,901,570 at September 30, 1995, and
December 31, 1995; and 9,946,023 at September 30, 1996 . . 25 7 7
Additional paid in capital . . . . . . . . . . . . . . . . . 51,869 645 645
Subscriptions receivable . . . . . . . . . . . . . . . . . . (112) (142) (142)
Retained earnings. . . . . . . . . . . . . . . . . . . . . . 8,822 6,071 6,091
Cumulative translation adjustments . . . . . . . . . . . . . (212) (329) (183)
---------- ---------- ----------
Total stockholders' equity. . . . . . . . . . . . . . . 60,392 20,568 20,378
---------- ---------- ----------
Total liabilities and stockholders' equity. . . . . . . $135,865 $84,508 $101,880
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements
3
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THE NORTH FACE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Sales. . . . . . . . . . . . . . . . . . $68,138 $50,061 $121,629 $92,903
Cost of Sales. . . . . . . . . . . . . . . . 37,435 27,326 69,119 51,949
---------- ---------- ---------- ----------
Gross Profit . . . . . . . . . . . . . . . . 30,703 22,735 52,510 40,954
Operating Expenses . . . . . . . . . . . . . 17,672 14,279 41,852 32,496
---------- ---------- ---------- ----------
Operating Income . . . . . . . . . . . . . . 13,031 8,456 10,658 8,458
Interest Expense . . . . . . . . . . . . . . (907) (1,462) (3,834) (3,940)
Other Income (Expense), net. . . . . . . . . 15 352 287 511
---------- ---------- ---------- ----------
Income Before Provision for Income Taxes and
Extraordinary Item . . . . . . . . . . . . . 12,139 7,346 7,111 5,029
Provision for Income Taxes . . . . . . . . . 4,727 2,781 2,738 1,880
---------- ---------- ---------- ----------
Income Before Extraordinary Loss. . . . . . 7,412 4,565 4,373 3,149
Extraordinary Loss, net of tax benefit of
$575 . . . . . . . . . . . . . . . . . . . . (863) 0 (863) 0
---------- ---------- ---------- ----------
Net Income . . . . . . . . . . . . . . . . . $6,549 $4,565 $3,510 $3,149
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Pro forma Earnings per Share:
Income Before Extraordinary Loss . . . $0.70 $0.63 $0.51 $0.42
Extraordinary Loss, net of tax . . . . ($0.08) $0.00 ($0.10) $0.00
---------- ---------- ---------- ----------
Net Income . . . . . . . . . . . . . . $0.62 $0.63 $0.41 $0.42
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Shares used in pro forma earnings per
share calculation . . . . . . . . . . . . . 10,557 7,268 8,532 7,423
</TABLE>
See accompanying notes to consolidated financial statements.
4
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THE NORTH FACE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $3,510 $3,149
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization 2,184 2,135
Extraordinary Loss 863 0
Deferred income taxes (5) 205
Provision for doubtful accounts 568 255
Effect of changes in:
Accounts receivable (39,085) (22,618)
Inventories (13,101) (11,090)
Other assets (1,797) (312)
Accounts payable and accrued liabilities 12,980 4,726
---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (33,883) (23,550)
---------- ----------
INVESTING ACTIVITIES:
Acquisition of Canadian subsidiary 0 (289)
Purchase of fixed assets (2,531) (3,598)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (2,531) (3,887)
---------- ----------
FINANCING ACTIVITIES:
Borrowings on long term debt 2,825 5,001
Long term debt repayments (21,358) (1,449)
Proceeds from revolver, net 18,003 23,854
Payments of debt acquisition costs (262) (300)
Proceeds from sales of stock 35,148 0
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 34,356 27,106
---------- ----------
Effect of foreign currency fluctuations on cash 117 50
---------- ----------
DECREASE IN CASH AND CASH EQUIVALENTS (1,941) (281)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,823 826
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $882 $545
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements
5
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THE NORTH FACE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
The North Face, Inc. and its subsidiaries (the "Company") have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations.
These financial statements have been prepared by The North Face, Inc. in a
manner consistent with that used in the preparation of the consolidated
financial statements included in the Company's registration statement filed with
the Securities and Exchange Commission on July 2, 1996 final version on Form S-1
(the "Form S-1"). Certain items contained in these statements are based on
estimates. In the opinion of management, the accompanying financial statements
reflect all adjustments, consisting of only normal and recurring adjustments,
necessary for a fair presentation of the financial position and results of
operations and cash flows for the periods presented. All significant
intercompany accounts and transactions have been eliminated.
Operating results for the nine month period ended September 30, 1996 are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1996. These unaudited financial statements should be
read in conjunction with the financial statements included in the Form S-1.
The financial statements included herein are unaudited. The Condensed
Consolidated Balance Sheet as of December 31, 1995, has been prepared from the
Consolidated Balance Sheet as of December 31, 1995 included in the Form S-1.
Pro Forma Information -- Upon consummation of the Company's initial
public offering, all outstanding shares of Series A Preferred Stock were
converted into 4,220,808 shares of Common Stock. The pro forma net income per
share and shares used in pro forma per share calculations for the three and
nine months ended September 30, 1996 and 1995 reflect this conversion as of
the beginning of each period. In accordance with the rules of the Securities
and Exchange Commission, all common stock equivalents issued within one year
of the Company's anticipated initial public offering have been considered
outstanding for all periods using the treasury stock method. Due to the
conversion of the Series A Preferred Stock into Common Stock, historical
earnings per share is not meaningful.
NOTE 2. INITIAL PUBLIC OFFERING OF COMMON STOCK
In July 1996, the Company sold 2,823,611 shares of its Common Stock in the
Company's initial public offering of shares of Common Stock registered on Form
S-1 with the Securities and Exchange Commission (of which 2,600,000 shares were
initially sold to the underwriters on July 8, 1996 and 223,611 shares were sold
on July 17, 1996, pursuant to the over allotment option granted to the
underwriters). These shares were sold at a price of $14.00 per share yielding
net proceeds of approximately $35.1 million after deducting underwriting
discounts of $2.8 million and expenses of $1.7 million related to the offering.
The proceeds were used to repay certain portions of the Company's senior and
subordinated indebtedness.
Upon consummation of the Company's initial public offering, all outstanding
shares of Series A Preferred Stock, including accrued dividends, were converted
into 4,220,808 shares of Common Stock.
6
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NOTE 3. EXTRAORDINARY LOSS
Effective July 8, 1996, in conjunction with the initial public offering,
the Company's credit facility was substantially restructured. The interest rate
under the revolving portion of the facility was reduced by 1.25% and interest
under the term note portion was reduced by 1.5% and the covenants were amended.
Additionally, $14 million of the subordinated debt was repaid and the maturity
date of the remaining $9 million was extended to June 7, 2001. In connection
with the restructuring of both the credit facility and the subordinated debt,
the Company recorded a non-cash extraordinary loss in the third quarter of 1996
of $863,000, net of tax benefit of $575,000, representing the write-off of
deferred debt issuance costs.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW -- FACTORS THAT MAY AFFECT FUTURE RESULTS
When used below in connection with matters that may occur in the future,
the words "anticipate", "estimate", "expect" or similar words identify forward
looking statements within the meaning of federal securities laws. Forward
looking statements below are based on the Company's current expectations of
future events. The matters described in the forward looking statements are
subject to risks and uncertainties. The actual results of these matters may
differ substantially from the results anticipated by the Company. The Company
cannot assure that future results will meet its current expectations. Risks and
uncertainties relating to forward looking statements and to the Company's
business include, but are not limited to, those described below and in the
Company's Registration Statement on Form S-1 filed with the Securities and
Exchange Commission (the "Commission") on October 28, 1996 and in other
documents that may be subsequently filed with the Commission.
RESULTS OF OPERATIONS
The following tables set forth, for the periods indicated, certain items in
The North Face's consolidated statements of operations as a percentage of net
sales (except for income taxes which are shown as a percentage of pretax
income). The results of operation for the nine and three month periods ended
September 30, 1996 and 1995 are not necessarily indicative of future results or
results to be expected for the full year.
Three Months Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
Net sales. . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%
Gross profit . . . . . . . . . . . . . 45.1 45.4 43.2 44.1
Operating expenses . . . . . . . . . . 25.9 28.5 34.4 35.0
Operating income . . . . . . . . . . . 19.1 16.9 8.8 9.1
Interest expense . . . . . . . . . . . 1.3 2.9 3.1 4.2
Income before provision for income
taxes and extraordinary item. . . . 17.8 14.7 5.8 5.4
Provision for income taxes . . . . . . 39.0 37.9 38.5 37.4
Net income before extraordinary item . 10.9 9.1 3.6 3.4
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995
NET SALES. Net sales increased by 36.1% to $68.1 million from $50.1
million for the three months ended September 30, 1996 (the "Third Quarter 1996")
over the three months ended September 30, 1995 (the "Third Quarter 1995").
Net sales to Wholesale customers increased by 41.8% to $60.4 million
from $42.6 million for Third Quarter 1996 over Third Quarter 1995. This
increase related primarily to greater sales to the Company's existing wholesale
customers resulting from increased unit shipments due to (i) the introduction of
new products, including the initial shipments of Tekware and the broadening of
the equipment and outerwear lines, (ii) continued strong sales of existing
products, and (iii) the opening of 39 concept shops during the first nine
months of 1996.
Net sales from Company-operated retail stores increased by 3.9% to
$7.8 million from $7.5 million for Third Quarter 1996 over Third Quarter 1995.
This increase related primarily to the opening
8
<PAGE>
of one new retail store in October 1995 and one outlet in July 1996. On a
comparable store basis, sales declined by 18% reflecting the Company's decision
to take lower discounts in full line retail stores during the August end of the
season sale.
GROSS PROFIT. Gross profit as a percentage of sales for Third Quarter
1996 was 45.1% compared to 45.4% for Third Quarter 1995. The lower margin
relates primarily to mix of sales during the quarter.
OPERATING EXPENSES. Operating expenses increased by 23.8% to $17.7
million from $14.3 million for Third Quarter 1996 over Third Quarter 1995,
however, decreased as a percentage of net sales to 25.9% for Third Quarter 1996
from 28.5% for Third Quarter 1995 as a result of a lower growth rate in
operating expenses than in sales.
INTEREST EXPENSE. Interest expense decreased to $.9 million from $1.5
million for Third Quarter 1996 compared to Third Quarter 1995 primarily as a
result of the use of proceeds from the Company's initial public offering to pay
down debt, offset in part by higher levels of debt incurred to finance working
capital growth.
PROVISION FOR INCOME TAXES. Provision for income taxes as a percent
of pre-tax income was approximately 39.0% for Third Quarter 1996 compared to
37.9% for Third Quarter 1995. This increase relates to the mix of the Company's
pre-tax earnings between the U.S. and the United Kingdom which have different
tax rates.
EXTRAORDINARY LOSS. In July 1996 the Company restructured its credit
facility and its subordinated debt and recorded a non-cash extraordinary loss of
$863,000, net of tax benefit of $575,000, representing the write-off of deferred
debt issuance costs.
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1995
NET SALES. Net sales increased by 30.9% to $121.6 million from
$92.9 million for the nine months ended September 30, 1996 (the "First Nine
Months 1996") compared to the nine months ended September 30, 1995 (the "First
Nine Months 1995").
Net sales to wholesale customers increased by 43.4% to $100.4 million
from $70.1 million for First Nine Months 1996 compared to First Nine Months
1995. This increase related primarily to increased unit shipments to the
Company's existing wholesale customers resulting from (i) the introduction of
new products, including the initial shipments of Tekware, (ii) continued strong
sales of existing products, (iii) better service to its wholesale customers,
(iv) a more targeted advertising and marketing campaign, and (v) the opening of
39 concept shops in the first nine months of 1996.
Company-operated retail sales increased by 11.4% to $21.0 million from
$18.9 million for First Nine Months 1996 compared to First Nine Months 1995.
This increase was attributable to comparable store sales increases of 2.3% as
well the opening of one new retail store in October 1995 and one outlet in July
1996. In addition, the Company closed two outlets in mid 1995.
Government sales decreased by 95.8% to $0.2 million from $4.0
million for First Nine Months 1996 compared to First Nine Months 1995. This
decrease was due to the timing of government tent shipments under a contract
which was completed in 1995.
GROSS PROFIT. Gross profit as a percentage of sales for First Nine
Months 1996 was 43.2% compared to 44.1% for First Nine Months 1995. Gross
profit for net sales to wholesale customers for First Nine Months 1996 was 41.2%
compared to 42.6% for First Nine Months 1995. The lower margin for sales to
wholesale customers relates primarily to lower initial margin on the
introduction of the Company's new Tekware line. Company-operated retail gross
profit was 52.6% for the First Nine Months 1996 compared to 50.1% for the First
Nine Months 1995. The higher retail margin relates primarily to lower volumes in
First Nine Months 1996 of discounted merchandise.
OPERATING EXPENSES. Operating expenses include selling, marketing
and general and administrative expenses. Operating expenses increased by
28.8% to $41.9 million from $32.5 million for First Nine Months 1996 compared
to First Nine Months 1995, primarily as a result of increases in variable and
fixed costs to support the growth of the Company's business and the expansion
of the merchandising department to launch the Summit Shops program, as well
as operating costs associated with the operation of a new retail store and
outlet. Operating expenses decreased slightly as a percentage of net sales
to 34.4% for First Nine Months 1996 from 35.0% for First Nine Months 1995, as
a result of a lower growth rate in operating expenses than in sales.
INTEREST EXPENSE. Interest expense decreased to $3.8 million from
$3.9 million for First Nine Months 1996 compared to First Nine Months 1995
primarily as a result of the use of proceeds from the Company's initial public
offering to pay down debt, offset by higher levels of debt incurred to finance
working capital growth
9
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PROVISION FOR INCOME TAXES. Provision for income taxes as a percent
of pre-tax income was approximately 38.5% for First Nine Months 1996 compared to
37.4% for First Nine Months 1995. This increase relates to the mix of the
Company's pre-tax earnings between the U.S. and the United Kingdom which have
different tax rates.
EXTRAORDINARY LOSS. In July 1996 the Company restructured its credit
facility and its subordinated debt and recorded a non-cash extraordinary loss of
$863,000, net of tax benefit of $575,000, representing the write-off of deferred
debt issuance costs.
LIQUIDITY AND CAPITAL RESOURCES
Since June 7, 1994, the Company has satisfied its cash requirements
through borrowings under its revolving credit facility, term note debt and
proceeds from the initial public offering. Its primary uses of cash have been
to purchase merchandise inventories, finance growth of the Company's accounts
receivable, upgrade the Company's management information systems and open one
retail store and one outlet. During the nine months ended September 30, 1996
and the year ended December 31, 1995, the Company used approximately
$33.9 million and $2.8 million, respectively, for operations, primarily due to
increased levels of inventory and accounts receivable. Historically, the
Company's ability to maintain adequate levels of inventory was constrained by
its capital resources. In March 1995, the Company obtained an increase in its
Credit facility. As a result, the Company increased its levels of inventory in
order to better enable it to meet reorder demand in key products. The Company
anticipates that inventory levels will continue to increase as the Company
expands its business and implements its core inventory replenishment program.
Such inventory increases are expected to be financed by borrowings under its
credit facility. The increased inventories resulting from this core inventory
replenishment program may result in increased excess inventory and material,
increased markdowns and lower margins.
The revolving line of credit and term note debt are part of a combined
credit facility (collectively, the "Credit Facility"). The Company's Credit
Facility provides for borrowings up to $60.0 million under its revolving line of
credit with actual borrowings limited to available collateral (approximately
$33.0 million of gross availability as of September 30, 1996) and for up to
$5.0 million under a term note for capital expenditures (approximately $3.9
million of remaining availability as of September 30, 1996) from Heller
Financial, Inc. and two banks. The Credit Facility provides a sub-limit for
letters of credit of up to $15.0 million to finance the Company's foreign
purchases of merchandise inventories. As of September 30, 1996, the Company had
approximately $2.4 million of letters of credit outstanding under the Credit
Facility. The Credit Facility contains certain financial covenants that require
the Company to maintain a specified minimum tangible net worth and interest
coverage and leverage ratios, limit capital expenditures and restrict the
Company's ability to incur additional indebtedness and pay cash dividends on its
capital stock. The Company was in compliance with these covenants as of
September 30, 1996.
In July 1996, the Company sold 2,823,611 shares of its Common Stock in
the Company's initial public offering of shares of Common Stock registered on
Form S-1 with the Securities and Exchange Commission (of which 2,600,000 shares
were initially sold to the underwriters on July 8, 1996 and 223,611 shares were
sold on July 17, 1996, pursuant to the over allotment option granted to the
underwriters). These shares were sold at a price of $14.00 per share yielding
net proceeds of approximately $35.1 million after deducting underwriting
discounts of $2.8 million and expenses of $1.7 million related to the offering.
The proceeds were used to repay certain portions of the Company's Credit
Facility and of the Company's subordinated indebtedness. Upon the completion of
the offering, the Company restructured the Credit Facility and obtained a
reduction in the interest rate, of 1.25% on the revolving and 1.5% on the term
note portions of the facility, to Libor plus 1.5%
On October 28, 1996, the Company filed a Registration Statement on
Form S-1 with the Securities and Exchange Commission for the public sale of
2,875,000 shares of common stock, of which 1,000,000 are being offered by the
Company and up to 1,875,000 (including up to 375,000 shares subject to the
underwriters' over-allotment option) are to be sold by certain selling
stockholders. The Company intends to use the net proceeds of this offering
to repay approximately $11.5 million outstanding under the revolving line of
credit portion of the Credit Facility, $1.1 million outstanding under the term
note debt portion of the Credit Facility and $9.4 million of subordinated debt,
including accrued interest.
The Company estimates that its capital expenditures from October 1,
1996 through 1997 will be approximately $13.0 million. This amount will be used
principally for investment in Summit Shops, the
10
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upgrade of management information systems, the expansion of the Company's
administration, distribution and laboratory facilities, and remodel of existing
retail stores.
The Company anticipates that cash generated from the above mentioned
offering and from funds available under the Credit Facility will be sufficient
to satisfy its cash requirements for at least the next 12 months.
CERTAIN FACTORS
CHANGING CONSUMER PREFERENCES. Although the Company believes that it has
benefitted from changing consumer preferences and increasing consumer interest
in outdoor activities and from lifestyle changes that emphasize apparel designed
for such activities, there can be no assurance that this belief is correct or
that these trends will continue. Any change in these developments or reduction
in consumer interest in outdoor sports and physical activities could have a
material adverse effect on the Company's results of operations and financial
condition. In addition, although the Company believes that its products
historically have not been significantly affected by fashion trends, all of the
Company's products are subject to changing consumer preferences. Consumer
preferences could shift rapidly to other types of outdoor equipment or apparel
or away from these types of products altogether. Any such shift could have a
material adverse effect on the Company's results of operations and financial
condition. Furthermore, there can be no assurance that the introduction of new
product categories, such as Tekware-TM-, or new marketing or distribution
strategies, such as the sale of the Company's products in retail formats that
are new to the Company, will not adversely impact The North Face-Registered
Trademark- brand or result in a shift of consumer preferences away from the
Company's product lines. The Company's future success depends in part on its
ability to anticipate and respond to changes in consumer preferences, and there
can be no assurance that the Company will respond in a timely manner to such
changes. Failure to anticipate and respond to changing consumer preferences
could lead to, among other things, lower sales, excess inventories and lower
margins, which would have a material adverse effect on the Company's results of
operations and financial condition.
ABILITY TO ACHIEVE AND MANAGE POTENTIAL FUTURE GROWTH. The Company's
future profitability is critically dependent on its ability to achieve and
manage potential future growth effectively. There can be no assurance that
the Company will be successful in increasing net sales in the future or that
the rate of period-to-period net sales growth, if any, will not decline.
Prior to January 1993, the Company's operational, financial and management
systems were relatively weak. Since that date, the Company implemented
certain new controls in operational, financial and management information
systems. In addition, in order to manage currently anticipated levels of
future demand, the Company will be required to (i) improve its management
information systems and controls, including inventory management, (ii) expand
its distribution capabilities and (iii) attract and retain qualified
personnel, including middle management. In the third quarter of 1996, the
Company began the implementation of its Summit Shop program, and the company
intends to open a substantial number of Summit Shops in the near future. The
implementation of this program will place significant strains on the
Company's management information systems and controls. The Company currently
anticipates spending approximately $2.0 to $3.0 million through the end of
1997 to upgrade its management information systems. There can be no assurance
that any upgrades of its management information systems will be completed in
a timely manner, that any such upgrades will be adequate to meet the needs of
the Company or that these upgrades will not strain the Company's financial
resources. Any disruption or slowdown in the Company's order processing or
fulfillment systems could cause orders to be shipped late. Retailers may
cancel orders or refuse to receive goods on account of late shipments which
would result in a reduction of net sales and could mean increased
administrative and shipping costs. If the Company's operations were to
continue to grow, of which there can be no assurance, there could be
increasing strain on the Company's management, financial, product design,
marketing, distribution and other resources, and the Company may experience
serious operating difficulties, including difficulties in hiring, training
and managing an increasing number of employees, difficulties in obtaining
sufficient materials and manufacturing capacity to produce its products,
problems in upgrading its management information systems and delays in
production and shipments. There can be no assurance that the Company will be
able to manage future growth effectively. Any failure to manage growth
effectively could have a material adverse effect on the Company's results of
operations and financial condition.
11
<PAGE>
DEPENDENCE ON NEW PRODUCTS. The Company's continued growth and success
depend in large part on its ability to successfully develop and introduce new
products that are perceived to represent an improvement in performance or value
compared to products available in the marketplace. Failure to regularly develop
and introduce new products successfully could materially and adversely impact
the Company's future growth and profitability. In addition, the Company intends
to introduce certain new products, such as its recently introduced Tekware
product line, that may represent a significant shift in concept, design and
intended use from its traditional products. These products, which are targeted
more towards the recreational segment of the market, may have short life cycles,
thereby requiring more frequent product introductions than the Company's
traditional product lines. Furthermore, these products and the introduction of
more moderately priced products may dilute the Company's image as a leading
supplier of technologically superior products and lead to a reduced demand for
its existing products.
IMPLEMENTATION OF SUMMIT SHOP STRATEGY. In the third quarter of 1996,
there were 25 "Summit Shops," year-round concept shops dedicated to The North
Face-Registered Trademark- products opened within certain of the Company's
wholesale customers, and the Company expects that an additional 100 Summit Shops
will be opened through the end of 1997. However, there can be no assurance that
additional Summit Shops will be opened in a timely manner, if at all, or, if
opened, that their performance will meet the Company's expectations. The
Company's ability to implement this expansion program successfully will depend
on a number of factors, including the Company's ability to identify qualified
and interested specialty retailers, to design and monitor the performance of
such shops, to maintain the freshness of the merchandise in Summit Shops and to
successfully implement its core inventory replenishment program. As part of its
Summit Shop program, The North Face has agreed to replenish its core product
inventory in each Summit Shop on a timely basis. This will require the Company
to arrange for the materials and production for certain products throughout the
year in order to meet forecasted and actual demand, a procedure that is
substantially different from the Company's current primarily two season
production cycle. In addition, in order to properly replenish the Summit Shops,
the Company will be required to maintain higher inventory levels than it has
maintained historically. There can be no assurance that the Company will be able
to efficiently source merchandise for the Summit Shops on a cost-effective basis
or that such merchandise will be available on a timely basis. While the Company
expects that an average 550 square foot Summit Shop will require a total
investment for furniture and fixtures of approximately $35,000, all or a
substantial majority of which will be provided by the Company, there can be no
assurance that Summit Shops will not require substantially more total capital
investment. In addition, the Company believes that the success of its Summit
Shop program is highly dependent on market acceptance of its recently introduced
Tekware-TM- line of products. Failure to successfully implement its Summit Shop
program could result in significant write-offs of inventory and fixtures and
have a material adverse effect on the Company's results of operations and
financial condition.
INTRODUCTION AND ACCEPTANCE OF TEKWARE-TM-. In 1996, The North Face
introduced a new line of synthetic outdoor apparel, called "Tekware-TM-." The
Company's projected future growth is dependent in large part on consumer
acceptance of its Tekware product line. In addition, the Company has recently
hired several highly experienced executives to support the production,
merchandising and promotion of its Tekware products. The Company's limited
experience with marketing casual apparel could materially and adversely affect
its ability to introduce Tekware successfully or to develop the Tekware product
line. Because the Company selectively distributes its products to specialty
retailers, the availability of Tekware will be significantly limited as compared
to the availability of other casual apparel, thereby causing Tekware to receive
reduced exposure to consumers, which may adversely impact the acceptance of
Tekware in the casual apparel market. In addition, because Tekware is produced
from synthetic materials, it may not appeal to those consumers who prefer to
purchase apparel made from cotton or other natural fabrics, further limiting the
potential consumer acceptance of the Tekware products.
RELIANCE ON UNAFFILIATED MANUFACTURERS. The Company currently relies on
approximately 50 unaffiliated manufacturers to produce substantially all of its
products, with ten of such manufacturers producing approximately 75% of the
Company's products in 1996. The Company has no long-term contracts with its
manufacturing sources, and it competes with other companies for production
facilities and import quota capacity. In the event any of the Company's key
manufacturers were unable or unwilling to continue to manufacture the Company's
products, the Company would have to rely on other current manufacturing sources
or identify and qualify new unaffiliated manufacturers. In such event, there can
be no assurance that the Company would be able to qualify such manufacturers for
existing or new products in a timely manner or
12
<PAGE>
that such manufacturers would allocate sufficient capacity to the Company in
order to meet its requirements. Any significant delay in the Company's
ability to obtain adequate supplies of its products from its current or
alternative sources, would materially and adversely affect the Company's
business and results of operations. Although the Company believes that it has
good relationships with its unaffiliated manufacturers and maintains good
control with respect to product specifications and quality, there can be no
assurance that these manufacturers will continue to produce products that are
consistent with the Company's standards. In this regard, the Company has
occasionally received, and may in the future continue to receive, shipments
of product from unaffiliated manufacturers that fail to conform to the
Company's quality control standards. In such event, unless the Company is
able to obtain replacement products in a timely manner, the Company risks the
loss of revenue resulting from the sale of such products and related
increased administrative and shipping costs. The failure of any key
unaffiliated manufacturer to supply products that conform to the Company's
standards could materially and adversely affect the Company's results of
operations and its reputation in the marketplace. Although the Company
believes that it has good relationships with its principal manufacturing
sources, the Company's future success is substantially dependent upon its
ability to maintain such relationships. If the Company experiences
significant increased demand, which cannot be assured, or if an existing
unaffiliated manufacturer needs to be replaced, the Company will need to
significantly expand its manufacturing capacity, both from current and new
manufacturing sources. There can be no assurance that such additional
manufacturing capacity will be available when required on terms that are
acceptable to the Company.
In the past, the Company and its wholesale customers have been unable to
maximize sales of the Company's products due to the Company's inability to
accurately forecast reorder demand for certain of its products. Beginning in
October 1996, the Company initiated a core inventory replenishment program in
which significantly increased amounts of its finished core products will be
inventoried for more efficient reorder and certain of its unaffiliated
manufacturers will increase their materials inventories in order to manufacture
products more rapidly. There can be no assurance that the Company will be able
to successfully implement this program to meet its future reorder requirements.
The increased inventories resulting from this core inventory replenishment
program may result in increased excess inventory and material, increased
markdowns and lower margins.
SEASONALITY AND QUARTERLY FLUCTUATIONS. The Company's business is subject
to significant seasonal and quarterly fluctuations. The Company's results of
operations may fluctuate from quarter to quarter as a result of, among other
things, the amount and timing of shipments to wholesale customers, the timing
and magnitude of discounts in retail stores, government shipments, advertising
and marketing expenditures, increases in the number of employees and overhead to
support growth and store opening costs. Historically, the Company has realized
substantially all of its profits in the third quarter and has recognized losses
during the first and second quarters of each year. The Company anticipates that
it will continue to incur net losses during each of the first and second
quarters for the foreseeable future.
The Company in the past has shipped tents to the United States Marine Corps
(the "Marine Corps") for housing troops. These shipments have resulted in
significant quarterly fluctuations in net sales, particularly during the first
and second quarters when net sales have historically been lower. For example,
the Company received $2.3 million and $1.7 million from the shipment of tents to
the Marine Corps in the first and second quarters of 1995, respectively, but
shipped no tents to the Marine Corps in the first or second quarters of 1996,
resulting in fluctuations that make period-to-period comparisons for these
quarters less meaningful. In September 1996, the Company received a new tent
contract from the Marine Corps totaling approximately $0.9 million with two
options for an additional $0.9 million each. The Company expects shipments to
commence under this contract in 1997.
Furthermore, the Company expects its overall gross margins to decline in
the near term because the Company expects its lower margin wholesale business to
continue to expand more rapidly than its higher margin retail business. In the
event that the Company's operating results in any future quarters fall below the
expectations of securities analysts and investors, the trading price of the
Company's Common Stock would likely be materially and adversely affected.
INTERNATIONAL OPERATIONS. The Company recently expanded its operations in
Europe and Canada. In addition, the Company imports over half of its
merchandise from contract manufacturers located outside of the United States,
primarily in
13
<PAGE>
the Far East. As a result, the Company's business is subject to
the risks generally associated with doing business abroad, such as foreign
governmental regulations, foreign consumer preferences, political unrest,
disruptions or delays in shipments and changes in economic conditions in
countries in which the Company's operations and manufacturing sources are
located. These factors, among others, could influence the Company's ability to
sell its products in international markets, as well as its ability to
manufacture its products or procure certain materials. If any such factors were
to render the conduct of business in a particular country undesirable or
impractical, there could be a material and adverse effect on the Company's
results of operations and financial condition. The Company's sales in Europe
and Canada are denominated in the local currencies of the applicable wholesale
customer; the Company's inventory purchases from unaffiliated manufacturers in
the Far East are denominated in United States dollars. The Company does not
engage in forward foreign exchange hedging activities for its Canadian revenues,
but, beginning in January 1996, it entered into certain forward foreign exchange
hedging activities with respect to its European sales revenues. As a result,
unanticipated changes in the value of the United States dollar relative to the
value of certain foreign currencies could have a material adverse effect on the
Company's results of operations and financial condition. In addition, the
Company's business is subject to the risks associated with the imposition of
additional United States legislation and regulations relating to the manufacture
and importation of foreign manufactured apparel products, including quotas,
duties, tariffs, taxes and other charges or restrictions on imported apparel.
The Company cannot predict whether additional United States quotas, duties,
tariffs, taxes or other charges or restrictions will be imposed upon the
importation of its products in the future, or what effect any such actions would
have on its business, financial condition and results of operations. A
significant portion of the Company's products is produced in China. From time to
time, the U.S. government has considered imposing punitive tariffs on certain
exports from China, primarily apparel. There can be no assurance that these
sanctions, if implemented, would not have a material adverse effect on the
Company's results of operations and financial condition.
ECONOMIC CYCLICALITY; WEATHER. Sales of outerwear, outdoor equipment and
skiwear products historically have been subject to substantial cyclical
fluctuation, with purchases of these products tending to decline during periods
of recession in the general economy or uncertainty regarding future economic
prospects that affect consumer spending habits, particularly on discretionary
items. This cyclicality and any related fluctuation in consumer demand could
have a material adverse effect on the Company's results of operations and
financial condition. In addition, various retailers, including some of the
Company's customers, have experienced financial difficulties during the past
several years, thereby increasing the risk that such retailers may not pay for
the Company's products in a timely manner, if at all.
Sales of certain of the Company's products are dependent upon the weather
and such sales may decline in years in which weather conditions, such as the
lack of snow, do not favor the use of the Company's products. Sustained periods
of unseasonable weather conditions could have a material adverse effect on the
Company's results of operations and financial condition.
COMPETITION. The markets for the Company's products are highly
competitive, and the recent growth in these markets has encouraged the entry of
many new competitors as well as increased competition from established
companies. Although the Company believes that it does not compete directly with
any single company with respect to its entire range of products, within each
product category the Company has significant competitors. In addition, the
Company has recently begun experiencing increased competition from major brand
name apparel companies who are attempting to duplicate the Company's styles,
particularly in the area of functional sportswear. These competitors are larger
and have significantly greater financial, marketing and other resources than the
Company. While the Company believes that it has been able to compete
successfully because of its brand image and recognition, the broad range and
quality of its products, and its selective distribution and customer service
policies, including the lifetime warranty that its products carry, there can be
no assurance that the Company will be able to maintain or increase its market
share in the future. The failure of the Company to compete successfully would
materially and adversely affect the Company's business and results of
operations.
DEPENDENCE ON KEY PERSONNEL; NEW MANAGEMENT. In recent years, the Company
has made significant changes in its executive officers and management team.
Eight of the Company's nine officers have joined the Company or its predecessor
since the beginning of 1993, including the Company's vice president of
information services, who joined the Company in September 1996 and the Company's
vice presidents of merchandising, marketing and retail, each of whom
14
<PAGE>
joined the Company between January and April 1996. These new senior
personnel, among others, have extensive national retail and wholesale
experience and have effected certain product development, merchandising,
marketing and operational strategy changes. There can be no assurance that
the Company will successfully assimilate these new executives and make these
strategic modifications to certain of its past operating policies in a timely
and efficient manner. Furthermore, the continued success of the Company is
largely dependent on the personal efforts and abilities of its senior
management and certain other key personnel and on the Company's ability to
retain current management and to attract and retain qualified personnel in
the future. The loss of certain key employees or the Company's inability to
retain other qualified employees could have a material adverse effect on the
Company's results of operations and financial condition. The Company has not
obtained and does not expect to obtain key man life insurance on any of its
senior management team.
NEED FOR ADDITIONAL CAPITAL. Various elements of the Company's business
and growth strategies, including its plans to broaden existing product lines and
introduce new products, its Summit Shop program and its plans to maintain higher
inventory levels, will require additional capital. There can be no assurance
that funds will be available to the Company on terms satisfactory to the Company
when needed. To the extent that the Company raises additional equity capital, it
could have a dilutive effect on existing stockholders.
DEPENDENCE ON KEY SUPPLIERS OF MATERIALS. Certain of the materials used to
manufacture the Company's products are available from a single or limited number
of independent suppliers, and there can be no assurance that there will not be a
significant disruption in the supply of these materials from current sources or,
in the event of such disruption, that the Company would be able to locate
alternative suppliers of materials of comparable quality at an acceptable price.
To the extent that delays in deliveries of materials from suppliers cause delays
in shipments of products manufactured from these materials, the Company's
wholesale customers may request delays in delivery to them of complementary
products. Although the Company believes that there are alternative suppliers of
materials necessary to manufacture its products, these materials may not be of
comparable quality or may not be perceived by consumers to be of comparable
quality. As a result, the use of alternative materials may adversely affect the
Company's reputation for high-quality products. In addition, although certain of
the Company's materials suppliers currently bear a portion of the cost of
research and development of key materials used in the Company's products and
help defray the cost of advertising products that incorporate such materials,
there can be no assurance that such suppliers will continue such arrangements or
that other suppliers will make similar arrangements in the future. Any
significant reduction by the Company's suppliers of their research and
development activities or co-op advertising arrangements would adversely affect
the Company's results of operations.
DEPENDENCE ON TRADEMARKS. The Company uses a number of trademarks, certain
of which the Company has registered with the United States Patent and Trademark
Office and in certain foreign countries. The Company believes that its
registered and common law trademarks have significant value and that some of its
trademarks are instrumental to its ability to create and sustain demand for and
market its products. The Company believes that there are no currently pending
challenges to the use or registration of any of the Company's registered
trademarks. There can be no assurance, however, that the Company's trademarks do
not or will not violate the proprietary rights of others, that they would be
upheld if challenged or that the Company would, in such an event, not be
prevented from using its trademarks, any of which could have a material adverse
effect on the Company and its business. In addition, the Company could incur
substantial costs to defend legal actions taken against it relating to the
Company's use of trademarks, which could have a material adverse effect on the
Company's results of operations and financial condition.
The Company uses various trademarks owned by other companies in the
promotion, distribution and sale of its products. It uses these trademarks with
the knowledge and, it believes, the approval of such companies and, in only one
case, pursuant to a licensing agreement. There can be no assurance that the
Company will be able to continue to use these trademarks or that the licensing
agreement will be renewed. In the event that the Company is unable to use the
trademarks of other companies in the future, such an occurrence could adversely
affect the Company's results of operations.
From time to time, the Company discovers products in the marketplace that
are counterfeit reproductions of the Company's products or that otherwise
infringe upon trademark rights held by the Company. If the Company is
unsuccessful in challenging a third party's products on the basis of trademark
infringement, continued sales of such product by that or any
15
<PAGE>
other third party could adversely impact The North Face-Registered
Trademark- brand, result in the shift of consumer preferences away from the
Company and generally have a material adverse effect on the Company's results
of operations and financial condition.
PRODUCT LIABILITY RISK; WARRANTY EXPOSURE. The Company's products are used
in mountain climbing, polar exploration and other inherently dangerous outdoor
activities, sometimes in severe or extreme weather conditions. Purchasers of the
Company's products rely on the design, integrity and durability of such
products. However, there can be no assurance that the Company's products will
not fail to perform properly. In August 1996, the Company signed a letter of
intent with respect to its proposed acquisition of A5 Adventures, Inc. ("A5"), a
manufacturer of specialized climbing equipment. Because of the nature of this
equipment, there can be no assurance that A5 or the Company will not be subject
to increased product liability claims resulting from the past or future sale of
A5 equipment. The Company maintains product liability insurance. However,
there can be no assurance that its insurance will be adequate to insure future
product liability, and there can be no assurance that the Company will be able
to maintain such insurance coverage or maintain additional coverage in the
future on acceptable forms. Although the Company has not experienced any
significant losses as a result of product recalls or product liability claims to
date, there can be no assurance that the Company will not incur liabilities for
product recalls or product liability claims that could have a material adverse
effect on the Company's results of operations and financial condition.
Substantially all of the Company's products carry a lifetime warranty for
defects in quality and workmanship. The Company maintains a warranty reserve for
future warranty claims, but there can be no assurance that the actual costs of
servicing future warranty claims will not significantly exceed such reserve,
which could materially and adversely affect the Company's results of operations
and financial condition.
CONTROL BY EXISTING STOCKHOLDERS; ANTI-TAKEOVER DEVICES. Upon the
consummation of this offering, the Company's directors, officers and affiliates
will beneficially own approximately 46.1% of the issued and outstanding shares
of Common Stock. Although there are no agreements among such stockholders, if
they were to act in concert, they would be able to significantly affect the
election of the Company's directors and the outcome of voting relating to
increases in the Company's authorized capital stock, the merger or sale of the
assets of the Company, or other fundamental corporate transactions requiring
stockholder approval.
Certain provisions of the Restated Certificate of Incorporation (the
"Charter") and by-laws (the "By-laws") of the Company may be deemed to have
anti-takeover effects and may delay, deter or prevent a change in control of the
Company that a stockholder might consider in his/her best interest. These
provisions (i) classify the Company's Board of Directors into three classes,
each of which will serve for overlapping three-year periods; (ii) provide that
only the Board of Directors or certain members thereof or officers of the
Company may call special meetings of the stockholders; (iii) eliminate the
ability of stockholders to take any action without a meeting; (iv) establish
certain advance notice procedures for nomination of candidates for election as
directors and for stockholder proposals to be considered at stockholders
meetings; and (v) authorize the issuance of "blank check" preferred stock having
such designations, rights and preferences as may be determined from time to time
by the Board of Directors.
16
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has settled a lawsuit, last reported in its Form 10-Q filed on
August 14, 1996, which had been scheduled for retrial and concerned alleged
wrongful termination of a sales representative. Such settlement had no material
effect on the Company's results of operations or financial condition. The case
was formally dismissed on October 2, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(3) Amended and Restated Certificate of Incorporation
of The North Face, Inc., as filed with the
Secretary of State of the State of Delaware on
July 8, 1996 (incorporated by reference to
Exhibit 3.1 filed with the Registration Statement
on Form S-1 filed by The North Face, Inc. with
the Securities and Exchange Commission on
October 28, 1996).
(10) TNF Holdings Company, Inc. (a Delaware
corporation which changed its name to The North
Face, Inc. on June 8, 1994) 1994 Stock Incentive
Plan, as amended (incorporated by reference to
Exhibit 10.9 filed with the Registration
Statement on Form S-1 filed by The North Face,
Inc. with the Securities and Exchange Commission
on October 28, 1996).
(11) Computation of Per Share Earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
three-month period ended September 30, 1996.
SIGNATURES
Pursuant to the requirements 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.
THE NORTH FACE, INC.
(REGISTRANT)
Dated: October 28, 1996 By: /s/ Marsden S. Cason
---------------------------------
Marsden S. Cason
Chief Executive Officer
Dated: October 28, 1996 By: /s/ Roxanna Prahser
---------------------------------
Roxanna Prahser
Chief Financial Officer
(Principal Financial and Accounting
Officer of the Registrant)
17
<PAGE>
INDEX OF EXHIBITS
The following exhibits are included herein:
11.1 Computation Of Net Income Per Share
27.1 Financial Data Schedule
18
<PAGE>
EXHIBIT 11.1
THE NORTH FACE, INC.
COMPUTATION OF PRO FORMA EARNINGS PER SHARE (1)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Weighted average shares outstanding during the period:
Weighted Average Shares Outstanding. . . . . . . . . . . 5,726 2,902 3,911 3,238
Incremental shares from assumed
exercise of stock options (2). . . . . . . . . . . . . . 611 553 613 553
Shares issued upon conversion of
Series A Preferred Stock . . . . . . . . . . . . . . . . 4,220 3,813 4,008 3,632
-------- -------- -------- --------
Weighted average common and common
equivalent shares outstanding. . . . . . . . . . . . . . 10,557 7,268 8,532 7,423
-------- -------- -------- --------
-------- -------- -------- --------
Income Before Extraordinary Loss . . . . . . . . . . . . $7,412 $4,565 $4,373 $3,149
Extraordinary Loss . . . . . . . . . . . . . . . . . . . ($863) $0 ($863) $0
-------- -------- -------- --------
Net Income . . . . . . . . . . . . . . . . . . . . . . . $6,549 $4,565 $3,510 $3,149
-------- -------- -------- --------
-------- -------- -------- --------
Pro forma Earnings per Share:
Income Before Extraordinary Loss . . . . . . . . . $0.70 $0.63 $0.51 $0.42
Extraordinary Loss, net of tax . . . . . . . . . . ($0.08) $0.00 ($0.10) $0.00
-------- -------- -------- --------
Net Income . . . . . . . . . . . . . . . . . . . . $0.62 $0.63 $0.41 $0.42
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
(1) Pro forma for all periods presented due to the assumed conversion,
as of the beginning of the period, of all outstanding shares of
Preferred Stock into Common Stock in conjunction with the Company's
initial public offering in July 1996.
(2) In accordance with the rules of the Securities and Exchange Commission,
common stock and common stock equivalents issued within one year to the
initial public offering effective July 8, 1996, have been considered as
outstanding for all periods using the treasury stock method (assuming a
market price of $14.00 in prior years), even though they are anti-dilutive
in loss periods.
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 882
<SECURITIES> 0
<RECEIVABLES> 55,231
<ALLOWANCES> 0
<INVENTORY> 34,149
<CURRENT-ASSETS> 96,392
<PP&E> 9,316
<DEPRECIATION> 0
<TOTAL-ASSETS> 135,865
<CURRENT-LIABILITIES> 58,234
<BONDS> 0
0
0
<COMMON> 25
<OTHER-SE> 60,367
<TOTAL-LIABILITY-AND-EQUITY> 135,865
<SALES> 121,629
<TOTAL-REVENUES> 0
<CGS> 69,119
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 41,852
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (3,834)
<INCOME-PRETAX> 7,111
<INCOME-TAX> 2,738
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> (863)
<CHANGES> 0
<NET-INCOME> 3,510
<EPS-PRIMARY> 0.41
<EPS-DILUTED> 0.41
</TABLE>
