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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
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 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
November 12, 1997, was 11,325,056.
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THE NORTH FACE, INC.
SEPTEMBER 30, 1997
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
Condition and Results of Operations....................7
PART II. OTHER INFORMATION
ITEM 1 - Legal Proceedings.....................................13
ITEM 6 - Exhibits and Reports on Form 8-K......................13
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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)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31, September 30,
1997 1996 1996
------------- ------------ -------------
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents............................................ $ 1,184 $ 8,315 $ 882
Trade accounts receivable, net....................................... 72,314 21,405 49,961
Other receivables.................................................... 6,147 4,038 5,672
Inventories.......................................................... 42,253 31,475 34,149
Other current assets................................................. 6,367 4,075 5,728
------------- ------------ -------------
Total current assets............................................... 128,265 69,308 96,392
Property and equipment, net.......................................... 18,136 12,039 9,316
Trademarks and intangibles, net...................................... 29,271 29,346 29,527
Other assets......................................................... 2,325 1,255 630
------------- ------------ -------------
Total assets....................................................... $ 177,997 $ 111,948 $ 135,865
------------- ------------ -------------
------------- ------------ -------------
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable, accrued expenses, and other current liabilities.... $ 34,490 $ 18,775 $ 28,155
Short term borrowings and current portion of long-term debt and
capital lease obligations........................................... 33,139 95 30,079
------------- ------------ -------------
Total current liabilities.......................................... 67,629 18,870 58,234
Long-term debt and obligations under capital leases.................. 4,976 135 1,184
Other long-term liabilities.......................................... 6,646 6,444 6,622
Subordinated debt.................................................... 0 0 9,433
------------- ------------ -------------
Total liabilities.................................................. 79,251 25,449 75,473
------------- ------------ -------------
Stockholders' equity:
Common Stock, $.0025 par value - 50,000,000 shares authorized;
9,946,023 issued and outstanding at September 30, 1996; 11,200,000
at December 31, 1996; and 11,258,000 at September 30, 1997.......... 29 29 25
Additional paid-in capital........................................... 79,578 76,130 51,869
Subscriptions receivable............................................. (2) (95) (112)
Retained earnings.................................................... 19,108 10,113 8,822
Cumulative translation adjustments................................... 33 322 (212)
------------- ------------ -------------
Total stockholders' equity......................................... 98,746 86,499 60,392
------------- ------------ -------------
Total liabilities and stockholders' equity......................... $ 177,997 $ 111,948 $ 135,865
------------- ------------ -------------
------------- ------------ -------------
</TABLE>
See accompanying notes to consolidated financial statements
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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,
1997 1996 1997 1996
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales....................................................... $ 87,007 $ 68,138 $ 157,436 $ 121,629
Cost of Sales................................................... 47,318 37,435 87,491 69,119
--------- --------- ----------- -----------
Gross Profit.................................................... 39,689 30,703 69,945 52,510
Operating Expenses.............................................. 20,802 17,672 53,550 41,852
--------- --------- ----------- -----------
Operating Income................................................ 18,887 13,031 16,395 10,658
Interest Expense................................................ (910) (907) (1,330) (3,834)
Other Income (Expense), net..................................... (125) 15 (150) 287
--------- --------- ----------- -----------
Income Before Provision for Income Taxes and Extraordinary
Loss........................................................... 17,852 12,139 14,915 7,111
Provision for Income Taxes...................................... 7,085 4,727 5,920 2,738
--------- --------- ----------- -----------
Income Before Extraordinary Loss................................ 10,767 7,412 8,995 4,373
Extraordinary Loss on Extinguishment of Debt, Net of Income
Taxes of $575.................................................. -- (863) -- (863)
--------- --------- ----------- -----------
Net Income...................................................... $ 10,767 $ 6,549 $ 8,995 $ 3,510
--------- --------- ----------- -----------
--------- --------- ----------- -----------
Earnings Per Share (1996, pro forma):
Income Before Extraordinary Loss.............................. $ 0.92 $ 0.70 $ 0.77 $ 0.51
Extraordinary Loss............................................ $ -- $ (0.08) $ -- $ (0.10)
--------- --------- ----------- -----------
Net Income.................................................... $ 0.92 $ 0.62 $ 0.77 $ 0.41
--------- --------- ----------- -----------
--------- --------- ----------- -----------
Weighted Average Shares Outstanding............................. 11,749 10,557 11,749 8,532
</TABLE>
See accompanying notes to consolidated financial statements.
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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,
1997 1996
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 8,995 $ 3,510
Adjustments to reconcile net income to cash provided by (used in) operating
activities:
Depreciation and amortization 3,269 2,660
Deferred income taxes 12 (5)
Provision for doubtful accounts 207 568
Extraordinary loss on debt extinguishment 0 863
Tax benefit of exercise of stock options 3,067 1,049
Effect of changes in:
Accounts receivable (51,116) (35,206)
Inventories (10,778) (13,101)
Other assets (6,002) (6,284)
Accounts payable and accrued liabilities 15,917 12,063
------------- -------------
NET CASH USED IN OPERATING ACTIVITIES (36,429) (33,883)
------------- -------------
INVESTING ACTIVITIES:
Purchase of fixed assets (8,678) (2,531)
------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (8,678) (2,531)
------------- -------------
FINANCING ACTIVITIES:
Borrowings on long term debt 6,706 2,825
Long term debt repayments (300) (21,358)
Proceeds from revolver, net 31,479 18,003
Payment of debt acquisition costs (94) (262)
Proceeds from issuance of stock 474 35,148
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 38,265 34,356
------------- -------------
Effect of foreign currency fluctuations on cash (289) 117
------------- -------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (7,131) (1,941)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,315 2,823
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,184 $ 882
------------- -------------
------------- -------------
</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 Company in a manner
consistent with that used in the preparation of the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (the "Form 10-K"). 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. Certain reclassifications have been made
to prior year amounts to conform with current year presentation.
Operating results for the nine month period ended September 30, 1997 are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 1997. These unaudited financial statements should
be read in conjunction with the financial statements included in the Form
10-K.
The financial statements included herein are unaudited. The Condensed
Consolidated Balance Sheet as of December 31, 1996, has been prepared from
the Consolidated Balance Sheet as of December 31, 1996 included in the Form
10-K.
Pro Forma Information - Upon consummation of the Company's initial
public offering in July 1996, all outstanding shares of Series A Preferred
Stock were converted into 4,220,808 shares of Common Stock. The net income
per share and shares used in per share calculations for the three and nine
month periods ended September 30, 1996 reflect this conversion as of the
beginning of the 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 for 1996 is not meaningful.
NOTE 2. RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings per Share"
("SFAS 128"). The Company is required to adopt SFAS 128 in the fourth
quarter 1997 and will restate at that time earnings per share (EPS) data for
prior periods to conform with SFAS 128. Earlier application is not
permitted. SFAS 128 replaces current EPS reporting requirements and requires
a dual presentation of basic and diluted EPS. Basic EPS excludes dilution
and is computed by dividing net income by the weighted average of common
shares outstanding for
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the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock. If SFAS 128 had been in effect during the
current and prior year periods, basic EPS before extraordinary item would
have been $.96 and $.75 for the quarters ended September 30, 1997 and 1996
(pro forma), respectively, and $.80 and $.55 for the nine months ended
September 30, 1997 and 1996 (pro forma), respectively. If SFAS 128 had been
in effect during the current and prior year periods, basic EPS after
extraordinary item would have been $.96 and $.66 for the quarters ended
September 30, 1997 and 1996 (pro forma), respectively, and $.80 and $.44 for
the nine months ended September 30, 1997 and 1996 (pro forma), respectively.
Diluted EPS under SFAS 128 would not have been significantly different than
EPS currently reported for the periods.
In June 1997, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 130 "Reporting Comprehensive Income",
which requires that an enterprise report, by major components and as a single
total, the change in its net assets during the period from non-owner sources;
and No. 131 "Disclosures about Segments of an Enterprise and Related
Information", which establishes annual and interim reporting standards for an
enterprise's operating segments and related disclosures about its products,
services, geographic areas, and major customers. Adoption of these
statements will not impact the Company's consolidated financial position,
results of operations or cash flows, and any effect will be limited to the
form and content of its disclosures. Both statements are effective for
fiscal years beginning after December 15, 1997, with earlier application
permitted.
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, under "Factors That May Affect Our Business", in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
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 Company'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 operations for the nine and three month periods
ended September 30, 1997 and 1996 are not necessarily indicative of future
results to be expected for the full year.
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<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
----------------------------------------
<S> <C> <C> <C> <C>
Net sales............................................................. 100.0% 100.0% 100.0% 100.0%
Gross profit.......................................................... 45.6 45.1 44.4 43.2
Operating expenses.................................................... 23.9 25.9 34.0 34.4
Operating income...................................................... 21.7 19.1 10.4 8.8
Interest expense...................................................... 1.0 1.3 0.8 3.1
Income before provision for taxes and extraordinary item.............. 20.5 17.8 9.5 5.8
Provision for income taxes............................................ 39.7 39.0 39.7 38.5
Income before extraordinary item...................................... 12.4 10.9 5.7 3.6
Net income............................................................ 12.4 9.6 5.7 2.9
</TABLE>
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1996
NET SALES. Net Sales increased by 27.7% to $87.0 million from $68.1 million
for the three months ended September 30, 1997 ("Third Quarter 1997") over the
three months ended September 30, 1996 ("Third Quarter 1996").
Net sales to wholesale customers increased by 29.2% to $78.0 million
from $60.4 million for Third Quarter 1997 compared to Third Quarter 1996.
This increase was primarily a result of increased unit sales to the Company's
existing wholesale customers resulting from (i) the introduction of new
products, including Tekware-TM-, (ii) higher levels of sales of existing
products and (iii) increased sales through the Summit Shop program.
Company-operated retail sales for Third Quarter 1997 increased by 14.5%
to $8.9 million from $7.8 million for Third Quarter 1997 compared to Third
Quarter 1996. This increase is due to increased sales in comparable stores
combined with a new outlet in July 1997.
GROSS PROFIT. Gross profit as a percentage of net sales for Third Quarter
1997 was 45.6% compared to 45.1% for Third Quarter 1996. The higher gross
margin was primarily attributable to improved pricing in production.
OPERATING EXPENSES. Operating expenses, which include selling, marketing,
and general administrative expenses, increased by 17.7% to $20.8 million from
$17.7 million for Third Quarter 1997 compared to Third Quarter 1996,
primarily as a result of increases in variable and fixed costs to support the
growth of the Company's business. However, operating expenses as a
percentage of net sales declined from 25.9% to 23.9% reflecting the Company's
operating expense leverage.
INTEREST EXPENSE. Interest expense for Third Quarter 1997 approximated Third
Quarter 1996 at $.9 million as a result of comparable average levels of
outstanding debt.
PROVISION FOR INCOME TAXES. Income tax expense as a percent of pretax income
was approximately 39.7% for Third Quarter 1997 compared to 39.0% for Third
Quarter 1996. This increase relates to the estimated
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mix of the Company's pretax earnings between the U.S. and the United Kingdom,
which have different tax rates.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996
NET SALES. Net Sales increased by 29.4% to $157.4 million from $121.6
million for the nine months ended September 30, 1997 (the "First Nine Months
1997") compared to the nine months ended September 30, 1996 (the "First Nine
Months 1996").
Net sales to wholesale customers increased by 34.2% to $134.8 million
from $100.4 million for First Nine Months 1997 compared to First Nine Months
1996. This increase was primarily a result of increased unit sales to the
Company's existing wholesale customers resulting from (i) the introduction of
new products, including Tekware-TM-, (ii) higher levels of sales of existing
products and (iii) increased sales through the Summit Shop program.
Company-operated retail sales increased by 6.7% to $22.4 million from
$21.0 million for First Nine Months 1997 compared to First Nine Months 1996.
This increase was due to the addition of one new outlet store in July 1996.
GROSS PROFIT. Gross profit as a percentage of sales for First Nine Months
1997 was 44.4% compared to 43.2% for First Nine Months 1996. The higher
gross margin was primarily attributable to improved pricing in production.
OPERATING EXPENSES. Operating expenses, which include selling, marketing,
and general and administrative expenses, increased by 28.0% to $53.6 million
from $41.9 million for First Nine Months 1997 compared to First Nine Months
1996, primarily as a result of increases in variable and fixed costs to
support the growth of the Company's business. However, operating expenses as
a percentage of net sales declined from 34.4% to 34.0% reflecting the
Company's operating expense leverage.
INTEREST EXPENSE. Interest expense decreased to $1.3 million from $3.8
million for First Nine Months 1997 compared to First Nine Months 1996
primarily as a result of the application of the proceeds from the Company's
initial public offering in July 1996 and secondary offering in November 1996
to repay debt.
PROVISION FOR INCOME TAXES Income tax expense as a percent of pretax income
was approximately 39.7% for First Nine Months 1997 compared to 38.5% for the
First Nine Months 1996. This increase relates to the estimated mix of the
Company's pretax earnings between the U.S. and the United Kingdom, which have
different tax rates.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 1997, the Company used cash
of approximately $36.4 million for operations, primarily due to increased
levels of inventory and accounts receivable. These funds were provided by
existing cash balances and borrowings under the Company's credit facility.
Historically, the Company's ability to maintain adequate levels of
inventory was constrained by its capital resources. As a result of increases
in its credit facility, as well as the Company's public offerings in 1996,
the Company has increased its levels of inventory in order to better enable
it to meet demand for its key products. The Company anticipates that
inventory levels will continue to increase as the Company
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expands its business and implements its core inventory replenishment program.
Such inventory increases are expected to be financed by borrowings under the
Company's 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 the lesser of $60.0 million or available collateral
(approximately $60.0 million of gross availability as of September 30, 1997)
and for borrowings of up to $5.0 million under a term note for capital
expenditures which was fully utilized as of September 30, 1997. The credit
facility also provides a sub-limit for letters of credit of up to $25.0
million to finance the Company's purchases of merchandise inventories from
foreign suppliers. As of September 30, 1997, the Company had approximately
$7.9 million of letters of credit outstanding under the credit facility. The
credit facility contains certain financial covenants that the Company was in
compliance with as of September 30, 1997.
The Company estimates that its capital expenditures in 1997 will be
approximately $14.0 to $16.0 million. This amount will be used principally
for investment in Summit Shops, the upgrade of management information
systems, the expansion of the Company's administration and distribution
facilities, a new technology center, the expansion of its European sales and
marketing operations and remodel of existing retail stores.
The Company anticipates that cash generated from operations, cash
available under the Company's credit facility and through increased bank
financing, will be sufficient to satisfy its cash requirements for at least
the next 12 months.
FACTORS THAT MAY AFFECT OUR BUSINESS
Certain statements set forth herein which refer to future financial items,
economic performance or operations are forward looking, and actual results
may differ materially from the result expected by the Company. The Company's
future growth and operating results may be adversely effected by a number of
factors, including those set forth below and elsewhere herein. There may
also be important, unforeseen risks not described herein.
CONSUMER PREFERENCES. Consumer demand for the Company's products may be
adversely affected if consumer interest in outdoor activities declines or
does not grow. If the Company is unable to respond successfully to changes
in consumer preferences, or if consumer preferences shift toward competing
products or away from the Company's product categories altogether, the
Company's business would be adversely effected. The Company cannot assure
future growth or consumer demand for its products.
MANAGING GROWTH. If the Company's business grows, the Company may have
increased difficulties in managing product design, hiring, marketing,
distribution, management information and other resources, and in obtaining
and effectively managing supplies, manufacturing services and working
capital. The Company's future profitability will be critically dependent on
its ability to achieve and manage potential future growth effectively.
WHOLESALE STRATEGY. The Company's wholesale customers consist almost
exclusively of specialty outdoor product retailers. The Company cannot
assure that its existing customers will increase their purchases of the
Company's products, that future preseason wholesale orders will increase, or
that the Company will be able to fill reorders during each season. Because
the Company expects its wholesale business to constitute an increasing
percentage of total sales going forward, overall gross margins may decline in
the future. The Company's wholesale strategy also depends on its ability to
achieve increased sales through its Summit Shop program. Risks of this
program include sourcing and managing higher inventory levels, funding all
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or most of the cost of the Summit Shop fixtures without assurance of
additional sales and profits, and the need to supply products that maintain
consumer demand on a year round basis. There can be no assurance that
additional Summit Shops will be opened in a timely manner or that their cost
or performance will meet the Company's expectations. If the Summit Shop
program is unsuccessful, the Company risks write-offs of inventory and
fixtures that could have a material adverse effect on the Company's business.
The Company believes that the success of its Summit Shop program will be
highly dependent on market acceptance of its recently introduced Tekware-TM-
line of products, of which there can be no assurance. The Company established
a core inventory replenishment program in October 1996 to facilitate reorders
of core products, and cannot assure that this program will meet reorder
requirements or avoid excess inventory, which may result in increased
markdowns and lower margins.
DEPENDENCE ON NEW PRODUCTS. To continue its growth, the Company must
successfully introduce new products and improvements to existing products on
an ongoing basis. Risks of new product introductions include targeting new
markets involving more casual outdoor uses, offering products in wider price
ranges, product obsolescence, increased costs and competition, possible
consumer rejection of new products or styles and possible dilution of the
Company's product image. In 1996, the Company introduced Tekware-TM-, a line
of synthetic outdoor apparel. The Company's limited experience in marketing
casual apparel, limited distribution channels, and possible consumer
resistance to synthetic fabrics could result in slow sales of Tekware-TM-.
RELIANCE ON UNAFFILIATED MANUFACTURERS. The Company currently relies on
approximately 50 unaffiliated manufacturers to produce nearly all of its
products, with 10 of the manufacturers producing approximately 75% of the
Company's products in 1997. The Company has no long-term contracts with its
manufacturing sources, and it competes with other companies for production
facilities and import quota capacity. Any disruption in the Company's
ability to obtain manufacturing services could have a material adverse effect
on the Company's business. The Company has occasionally received, and may in
the future receive, shipments of products from manufacturers that fail to
conform to the Company's quality control standards.
KEY SUPPLIERS. Certain important material used in the Company's products are
only available from one or a limited number of independent suppliers. The
Company's future success may depend upon the Company's continued ability to
purchase supplies of technically advanced textiles developed by third
parties. The Company cannot assure that it will be able to obtain in the
future adequate supplies of technically advanced materials or that desired
purchase terms or other benefits of past purchases, such as a supplier's
funding of development costs and co-op advertising arrangements, will
continue.
FLUCTUATION IN SALES; SEASONALITY. Sales of the Company's products
historically have fluctuated due to external conditions such as weather and
economic recessions or other conditions which reduce consumer spending.
Historically, the Company has realized substantially all of its profits in
the third quarter and has recognized losses in the first and second quarters
of each year. The Company expects to continue to experience seasonality in
the future.
INTERNATIONAL OPERATIONS. The Company's business is subject to the risks
generally associated with doing business abroad. The Company imports more
than 50% of its merchandise from contract manufacturers located outside of
the United States, primarily in the Far East. 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 apparel and other
exports from China. The imposition of any such tariff could disrupt the
supply or substantially increase the cost of the Company's products, either
of which could have a material adverse effect on the Company's results of
operations.
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COMPETITION AND TRADEMARKS. The Company faces intense competition from major
brand name apparel companies, other large companies, and smaller businesses
specializing in outdoor products. The Company owns and uses a number of
trademarks, some of which may be important in maintaining or creating a
competitive advantage and consumer demand. Certain competitors in the United
States and abroad have copied and may in the future copy certain of the
Company's trademarks and designs. The Company is also aware of certain
counterfeiting of the Company's products. Without authorization from the
Company, a third party has filed an application in China to register as a
trademark the Chinese characters for "North Face" and a copy of the Company's
"N" design, and, unless successfully opposed, this application could result
in material adverse consequences to the Company's business. There is no
assurance that the Company's efforts to stop or reduce the copying or
counterfeiting of its trademarks or products will be successful, that the
Company's trademarks will not violate the proprietary rights of others, or
that the Company will be able to avoid or successfully defend challenges to
its trademarks or other intellectual property in the United States or abroad.
KEY PERSONNEL. The unanticipated loss of one or more current senior
executives or key employees, or the failure to adequately replace any
departed executive or key employee on a timely basis, could have a
significant adverse effect on the Company's business. Christopher F. Crawford
has recently joined the Company as its Chief Financial Officer. There can be
no assurance that any newly-hired executive or key employee can successfully
manage the Company's operations.
PRODUCT AND WARRANTY LIABILITY. The Company's products are used often in
severe weather conditions. For example, in 1997 the Company began selling
portaledges used as sleeping platforms in big wall rock climbing. There is
no assurance that insurance maintained by the Company will cover possible
future losses from product liability claims. The Company maintains a
warranty reserve for the lifetime warranty offered on its products, but
cannot assure that future claims will not exceed this reserve. Further, in
the event that the Company experiences problems with product quality or
reliability, its reputation as a provider of high quality products could
suffer, which could have a material adverse effect on the Company's business.
STOCK MARKET RISKS. The trading price of the Company's Common Stock has
fluctuated significantly since the Company's initial public offering in July
1996, and may fluctuate in the future as a result of many factors, including
the Company's operating results, new products introduced by the Company or
its competitors, market conditions for the Company's products, changes in
earnings estimates by analysts, results reported by the Company which are
more or less than estimates by analysts, and speculation in the trade or
business press. The trading price may also be effected by retail industry,
stock market, or economic factors unrelated to the Company's performance.
Future sales of substantial amounts of Common Stock by existing stockholders
may also adversely effect prevailing market prices for the Common Stock and
could impair the Company's ability to raise equity capital in the future.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None material.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(11.1) Computation of Per Share Earnings
(27.1) 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, 1997.
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: November 13, 1997 By: /s/ William N. Simon
--------------------------------
William N. Simon
Chief Executive Officer
Dated: November 13, 1997 By: /s/ Christopher F. Crawford
--------------------------------
Christopher F. Crawford
Chief Financial Officer
(Principal Financial and Accounting
Officer of the Registrant)
13
<PAGE>
INDEX OF EXHIBITS
The following exhibits are included herein:
11.1 Computation of Net Income Per Share
27.1 Financial Data Schedule
14
<PAGE>
EXHIBIT 11.1
THE NORTH FACE, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average shares outstanding during the period:
Weighted average shares outstanding................................ 11,229 5,726 11,229 3,911
Incremental shares from assumed exercise of stock options (1)...... 520 611 520 613
Shares issued upon conversion of Series A Preferred Stock.......... 0 4,220 0 4,008
--------- --------- --------- ---------
Weighted average common and common equivalent shares outstanding... 11,749 10,557 11,749 8,532
--------- --------- --------- ---------
--------- --------- --------- ---------
Income before extraordinary loss................................... $ 10,767 $ 7,412 $ 8,995 $ 4,373
Extraordinary loss................................................. 0 (863) 0 (863)
--------- --------- --------- ---------
Net income......................................................... $ 10,767 $ 6,549 $ 8,995 $ 3,510
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per share (1996, pro forma) (2):
Income before extraordinary loss................................. $ 0.92 $ 0.70 $ 0.77 $ 0.51
Extraordianry loss............................................... $ -- $ (0.08) $ -- $ (0.10)
--------- --------- --------- ---------
Net income....................................................... $ 0.92 $ 0.62 $ 0.77 $ 0.41
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
(1) 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.
(2) Pro forma 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.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,184
<SECURITIES> 0
<RECEIVABLES> 72,314<F1>
<ALLOWANCES> 0
<INVENTORY> 42,253
<CURRENT-ASSETS> 128,265
<PP&E> 18,136<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 177,997
<CURRENT-LIABILITIES> 67,629
<BONDS> 0
0
0
<COMMON> 29
<OTHER-SE> 98,717
<TOTAL-LIABILITY-AND-EQUITY> 177,997
<SALES> 157,436
<TOTAL-REVENUES> 157,436
<CGS> 87,491
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 207
<INTEREST-EXPENSE> 1,330
<INCOME-PRETAX> 14,915
<INCOME-TAX> 5,920
<INCOME-CONTINUING> 8,995
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,995
<EPS-PRIMARY> .77
<EPS-DILUTED> 0
<FN>
<F1>REPRESENTS NET AMOUNT
<F2>REPRESENTS NET AMOUNT
</FN>
</TABLE>
