<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE SECOND QUARTER ENDED MAY 3, 1997
Commission File Number 0-934
B.B. WALKER COMPANY
------------------------------------------------------
(Exact name of registrant as specified in its charter)
North Carolina 56-0581797
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
414 East Dixie Drive, Asheboro, NC 27203
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (910) 625-1380
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
--- ---
On June 10, 1997, 1,726,534 shares of the Registrant's voting common stock
with a par value of $1.00 per share were outstanding.
<PAGE>
B.B. WALKER COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
May 3, November 2,
Assets 1997 1996
------ ----------- -----------
Cash $ 1 $ 1
Accounts receivable, less allowance
for doubtful accounts of $461 in
1997 and $742 in 1996 7,983 10,808
Inventories 10,201 12,511
Prepaid expenses 250 441
Income tax recovery receivable 209 1,042
Deferred income tax benefit - 150
------- -------
Total current assets 18,644 24,953
Property, plant and equipment, net of
accumulated depreciation and amortization
of $6,037 in 1997 and $5,906 in 1996 1,969 2,208
Other assets 204 214
------- -------
$ 20,817 $ 27,375
======= =======
1
(Continued)
<PAGE>
B.B. WALKER COMPANY
CONSOLIDATED BALANCE SHEETS, Continued
(In thousands)
(Unaudited)
May 3, November 2,
Liabilities and Shareholders' Equity 1997 1996
------------------------------------ ----------- -----------
Borrowings under finance agreement $ 7,152 $ 11,464
Current portion of long-term obligations 1,144 1,304
Accounts payable, trade 3,646 4,984
Accrued salaries, wages and bonuses 776 1,102
Other accounts payable and accrued liabilities 594 680
------- -------
Total current liabilities 13,312 19,534
------- -------
Long-term obligations 3,107 3,286
Minority interests in consolidated subsidiary 33 33
Shareholders' equity:
7% cumulative preferred stock, $100 par value,
1,150 shares authorized, 828 shares issued
and outstanding in 1997 and 1996 83 83
Common stock, $1 par value, 6,000,000 shares
authorized, 1,726,534 shares issued and
outstanding in 1997 and 1996 1,727 1,727
Capital in excess of par value 2,724 2,724
Retained earnings (deficit) (55) 111
Shareholders' loans (114) (123)
------- -------
Total shareholders' equity 4,365 4,522
------- -------
$ 20,817 $ 27,375
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
2
<PAGE>
B.B. WALKER COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Second Quarter Ended Six Months Ended
-------------------------- --------------------------
May 3, May 4, May 3, May 4,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 8,099 $ 9,046 $ 16,388 $ 19,066
Interest and other income 15 21 47 27
----------- ----------- ----------- -----------
Total revenues 8,114 9,067 16,435 19,093
----------- ----------- ----------- -----------
Cost of products sold 6,001 7,040 12,182 14,618
Selling and administrative expenses 1,722 2,480 3,602 4,993
Depreciation and amortization 114 164 239 326
Interest expense 294 354 654 794
----------- ----------- ----------- -----------
Total costs and expenses 8,131 10,038 16,677 20,731
----------- ----------- ----------- -----------
Loss before income taxes and
minority interest (17) (971) (242) (1,638)
Provision for (benefit from) income taxes 10 (335) (80) (554)
Minority interest - - 1 1
----------- ----------- ----------- -----------
Net loss (27) (636) (163) (1,085)
Retained earnings (deficit) at beginning of period (26) 3,708 111 4,158
Dividends on preferred stock (2) (2) (3) (3)
----------- ----------- ----------- -----------
Retained earnings (deficit) at end of period $ (55) $ 3,070 $ (55) $ 3,070
=========== =========== =========== ===========
Net loss per share:
Primary $ (.02) $ (.37) $ (.10) $ (.63)
=========== =========== =========== ===========
Fully diluted $ (.02) $ (.37) $ (.10) $ (.63)
=========== =========== =========== ===========
Weighted average common shares outstanding:
Primary 1,737 1,728 1,741 1,728
=========== =========== =========== ===========
Fully diluted 1,737 1,728 1,741 1,728
=========== =========== =========== ===========
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
3
<PAGE>
B.B. WALKER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months
Ended
------------------------
May 3, May 4,
1997 1996
----------- -----------
Cash Flows From Operating Activities:
Net loss $ (163) $ (1,085)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization 239 326
Gain on sale of property, plant and equipment (26) (2)
Deferred income taxes 150 -
(Increase) decrease in:
Accounts receivable, net 2,825 1,985
Inventories 2,310 2,891
Prepaid expenses 191 69
Other assets 10 51
Increase (decrease) in:
Accounts payable, trade (1,338) (1,717)
Accrued salaries, wages and bonuses (326) (19)
Other accounts payable and accrued liabilities (86) 533
Income taxes payable 833 252
------- -------
Net cash provided by operating activities 4,619 3,284
------- -------
Cash Flows From Investing Activities:
Capital expenditures - (15)
Proceeds from disposal of property,
plant and equipment 26 2
------- -------
Net cash provided by (used for)
investing activities 26 (13)
------- -------
Cash Flows From Financing Activities:
Net borrowing under finance agreement (4,312) (2,866)
Proceeds from issuance of long-term obligations 66 32
Payment on long-term obligations (405) (442)
Loans to shareholders, net of repayments 9 8
Dividends paid on 7% cumulative preferred stock (3) (3)
------- -------
Net cash used for financing activities (4,645) (3,271)
------- -------
Net change in cash - -
Cash at beginning of year 1 1
------- -------
Cash at end of second quarter $ 1 $ 1
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these financial statements.
4
<PAGE>
B.B. WALKER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1
- ------
A summary of the Company's significant accounting policies is presented on
page 10 of its 1996 Annual Report to Shareholders. Users of financial
information presented for interim periods are encouraged to refer to the
footnotes contained in the Annual Report to Shareholders when reviewing
interim financial results.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary for a fair presentation
of the financial results of B.B. Walker Company and Subsidiary (the "Company")
for the interim periods included. All such adjustments are of a normal
recurring nature. The results of operations for the interim periods shown in
this report are not necessarily indicative of the results to be expected for
the fiscal year.
The Company's operations are reported on a fifty-two, fifty-three week fiscal
year that ends on the Saturday closest to October 31. The fiscal year that
ends on November 1, 1997 will include fifty-two weeks of operations. The
fiscal year that ended on November 2, 1996 included fifty-three weeks of
operations. For fiscal 1996, the Company elected to include the one extra
week in the first accounting period of the fiscal year. Therefore, the
results for the six months ended May 4, 1996 include twenty-seven weeks of
operations for the Company compared to twenty-six weeks for the six months
ended May 3, 1997. The results for the second quarter of fiscal 1997 and 1996
each include thirteen weeks of operations.
Note 2
- ------
Earnings per common share is computed by deducting preferred dividends from
net income to determine net income attributable to common shareholders. This
amount is divided by the weighted average number of common shares outstanding
during the quarter plus the common stock equivalents arising from stock
options. For primary earnings per share, the common stock equivalents are
calculated using the average of the high and low asked price for the period.
For fully diluted earnings per share, the common stock equivalents are
calculated using the asked price at the end of the period if greater than the
average asked price for the period.
5
<PAGE>
B.B. WALKER COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
Note 3
- ------
Long-term obligations consist of the following amounts (in thousands):
(Unaudited)
May 3, November 2,
1997 1996
----------- -----------
Notes payable to banks $ 2,542 $ 2,690
Notes payable to governmental authorities 632 654
Promissory notes payable to shareholders 1,040 1,162
Capital lease obligations 37 84
------- -------
4,251 4,590
Less portion payable within one year 1,144 1,304
------- -------
$ 3,107 $ 3,286
======= =======
Note 4
- ------
Inventories are composed of the following amounts (in thousands):
(Unaudited)
May 3, November 2,
1997 1996
----------- -----------
Finished goods $ 6,159 $ 6,943
Work in process 591 692
Raw materials and supplies 3,451 4,876
------- -------
$ 10,201 $ 12,511
======= =======
6
<PAGE>
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
- ---------------------
The following summarizes the results of operations for the Company for the
second quarters and six months ended May 3, 1997 and May 4, 1996:
Second Six
Quarter Ended Months Ended
May 3, May 4, May 3, May 4,
1997 1996 1997 1996
-------- -------- -------- --------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of products sold 74.1% 77.8% 74.3% 76.7%
------ ------ ------ ------
Gross margin 25.9% 22.2% 25.7% 23.3%
Selling and administrative
expenses 21.3% 27.4% 22.0% 26.2%
Depreciation and amortization 1.4% 1.8% 1.5% 1.7%
Interest expense 3.6% 3.9% 4.0% 4.2%
Interest and other income (.2%) (.2%) (.3%) (.2%)
------ ------ ------ ------
Loss before income taxes
and minority interest (.2%) (10.7%) (1.5%) (8.6%)
Provision for income taxes .1% (3.7%) (.5%) (2.9%)
Minority interest - - - -
------ ------ ------ ------
Net loss (.3%) (7.0%) (1.0%) (5.7%)
====== ====== ====== ======
MATERIAL CHANGES IN OPERATIONS
- ------------------------------
During the first six months of fiscal 1997, the Company implemented many of
the improvements identified at the end of the fourth quarter of the prior
fiscal year. Among these changes was the consolidation of the separate
western and work/outdoor sales forces into a single unit capable of marketing
all of the Company's branded product offerings. In the first six months, each
branded style has been evaluated to determine its overall contribution to the
line. The line was pared significantly with most of the changes affecting
work/outdoor styles. Some new styles were developed to provide a well-focused
line of western and work footwear for the sales force to market to customers.
The resulting branded product line is leaner and should require less of an
investment in both finished goods and raw materials.
The Company has also made other operational changes to support the
repositioning of the product lines. Continued internal focus on
manufacturing, marketing and administrative operations remains a priority for
management. Careful control of these expenses is imperative for returning the
Company to profitability. The efficient use of manufacturing capacity is one
area that holds strong potential for improving the Company's operations.
Management is examining its options related to current manufacturing
operations to maximize use of manufacturing capacity.
7
<PAGE>
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION, Continued
The assumptions underlying management's plans are contingent on the Company
achieving sales operating income gaols. Management is continually evaluating
the progress of the improvements to operations in achieving profitability and
cash flow projections. If market conditions remain soft and progress towards
corporate goals is not satisfactory, further material changes and reductions
will be required. If unforeseen problems occur, there can be no assurances
as to when the Company will return to a profitable level of operations.
NET SALES
- ---------
Net sales in the second quarter of 1997 were $8,099,000, a decrease of 10.5%
from net sales of $9,046,000 in the second quarter of 1996. For the six
months ended May 3, 1997, net sales were $16,388,000, or 14.1% lower, as
compared to $19,066,000 for the same period in 1996. Sales in the first six
months of 1997 were lower than the prior year as the Company implemented
several operational changes related to the repositioning of its product lines.
A significant change involved the merger of the separate sales forces for
work/outdoor boots and western boots into a single sales force. The merged
sales force is marketing both work/outdoor boots and western boots to
customers within their territory. During the first quarter, territorial
boundaries for the merged sales force were established and the salesmen
received extensive training on marketing both lines of footwear. As a result
of this transition, salesmen had to develop relationships with customers that
they may not have previously served. This transition carried into the second
quarter. Extensive resources and time were devoted to establishing the
salesmen in their new territories in order to minimize the disruption to the
Company's business. However, orders for footwear were impacted as the plan
was implemented.
In the second quarter, sales of branded footwear were down $1,100,000 (18.5%)
from 1996's level. For the six months ended May 3, 1997, branded sales were
down $2,900,000 (26.0%) from the comparable period a year ago. The decrease
is attributed to a decrease in volume of pairs shipped. Consolidation of the
sales force was the primary reason for the decrease in orders as discussed
above. In addition, with the elimination of numerous styles, primarily in the
work/outdoor line, the Company anticipated a lower sales volume from its
branded styles. The styles that were eliminated generated sales volume in the
prior year but did not provide adequate margins to support their inclusion in
the product line. Finally, sales of western styles remained soft in many
territories. The price per pair in the second quarter remained flat when
compared to 1996 while the six months showed an improvement of 4.1% over the
prior year.
Private label sales for the six months and second quarter were up $192,000
(4.8%) and $265,000 (15.0%), respectively. The increase came primarily from an
increase in the volume of pairs shipped to customers of work and safety styles
of footwear. The price per pair remained fairly comparable to the prior year
for both the six month period and the second quarter.
8
<PAGE>
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION, Continued
Other sales, which consists primarily of sales from the Company's retail
outlets and sales to institutional customers, increased 3.1% in the first six
months of 1997 over the same period in 1996. For the comparable second
quarters, 1997 sales were 5.9% lower than 1996 sales. Lower sales in the
Company's retail outlets accounted for most of the difference as the Company
closed its retail outlet in Myrtle Beach, SC at the end of the first quarter.
Sales to institutional customers increased 11.1% from 1996 levels as the
Company accepted more of this business to provide production volume for its
plants.
GROSS MARGIN
- ------------
The Company's gross margin rose to 25.7% for the first six months of 1997 from
23.3% for the first six months of 1996. For the second quarter of 1997 and
1996, the gross margin was 25.9% and 22.2%, respectively. The increase can be
attributed to higher margins generated by a better product mix and cost
reduction efforts. The Company eliminated many styles that did not generate
acceptable margins from the product line. The Company's gross margin
percentage continues to be impacted by the necessity to compete with
discounting programs and aggressive dating terms in order to induce orders and
maintain market share, as well as volume variances related to manufacturing
and lower than anticipated production levels in the plant.
SELLING AND ADMINISTRATIVE EXPENSES
- -----------------------------------
Selling and administrative expenses in the second quarter of 1997 were
$1,722,000 as compared to $2,480,000 for the second quarter of 1996, a
decrease of $758,000 or 30.6%. For the six months ended May 3, 1997 and May
4, 1996, selling and administrative expenses were $3,602,000 and $4,993,000,
respectively, or $1,391,000 (27.8%) lower in 1997. Expenses are lower in all
areas in 1997 when compared to 1996. Operational changes related to the
repositioning of the product lines have generated most of the decrease in
expenses. Salary and benefits were down approximately $414,000 and $847,000
for the second quarter and six months, respectively. To support a lower sales
volume, management has lowered the selling and administrative headcount,
primarily through the reduction of the Company's sales force and a realignment
of responsibilities in administrative functions. Travel and showroom expenses
have fallen $67,000 for the second quarter and $117,000 for the six months
from the comparable periods in 1996. Reduction of the sales force has been
the primary reason for the decrease. In addition, management has been more
selective about the trade shows that are attended. Finally, advertising
expenses have been reduced from the prior year by $296,000 for the six month
period and $220,000 in the second quarter. The Company has scaled back the
magnitude of its advertising program in response to the lower sales volume.
9
<PAGE>
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION, Continued
INTEREST EXPENSE
- ----------------
Interest expense for the six months and the second quarter were down
significantly from the prior year. Interest expense for the first six months
of fiscal 1997 was $654,000, a decrease of $140,000 from the same period in
the prior year. For the comparable second quarters, interest expense was
$294,000, or $60,000 less than the prior year. The decrease can be attributed
to a lower average outstanding balance on the revolving credit line in 1997
versus 1996. For the six month period, the average outstanding balance on the
revolving credit line was $3,032,000 less than the prior year. The second
quarter saw a lower average outstanding balance of $3,183,000. The interest
rate on this debt rose to 10.25% from 10% during the second quarter.
DEPRECIATION AND AMORTIZATION
- -----------------------------
Depreciation and amortization was $239,000 in 1997 as compared to $326,000 in
1996 for the first six months of the year. For the second quarter,
depreciation expense was $114,000 in 1997 compared to $164,000 in 1996. The
Company continues to invest in capital assets only as necessary to maintain
the current level of operations. With the low level of capital expenditures
made in recent years, depreciation charges on fixed assets that are becoming
fully depreciated are not being replaced, resulting in lower depreciation
expense.
PROVISION FOR INCOME TAXES
- --------------------------
The Company has reported income tax expense of $10,000 for the second quarter
ended May 3, 1997 compared to an income tax recovery of $335,000 for the
second quarter of 1996. The Company recorded income tax expense in the second
quarter due to adjustments made to the valuation allowance for its deferred
tax assets. For the six months, the Company had an income tax recovery of
$80,000 in 1997 and income tax recovery of $554,000 in 1996. Income tax rates
have been consistent between 1997 and 1996.
NET INCOME
- ----------
The Company reported a net loss of $27,000 for the second quarter and a net
loss of $163,000 for the six months ended May 3, 1997. For the comparable
periods of 1996, the Company had a net loss of $636,000 for the second quarter
and a net loss of $1,085,000 for the six months. Better gross margins and
reduced selling, general and administrative expenses combined to improve
operating results for the Company. In addition, reductions in outstanding
debt have lowered interest costs.
10
<PAGE>
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION, Continued
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Historically, the Company has funded substantially all of its working capital
and capital expenditure requirements through borrowings under its finance
agreement and other indebtedness. The revolving finance agreement provides
flexibility to the Company as the availability of funds fluctuates with the
seasonal needs of the Company. Generally, the Company's working capital needs
are highest in the fourth fiscal quarter and lowest in the first fiscal
quarter. The Company continues to rely on the revolving finance agreement to
provide working capital for its day-to-day operations. With its revolving
finance agreement, the Company finances its accounts receivable and
inventories, paying interest at a variable rate (prime plus 1.75%, or 10.25%,
at May 3, 1997).
By agreement of the Company's bank, certain restrictive covenants under the
revolving finance agreement were amended for the period ended November 2, 1996
and thereafter. The Company and its bank entered into a fourth amendment to
its finance agreement on March 14, 1997. Under the terms of the amendment,
which addresses the Company's projections and plans for fiscal 1997, the
amount committed under the revolving credit agreement was reduced from
$13,000,000 to $8,000,000 as of the date of the agreement. In addition, the
inventory sublimit was reduced to $4,000,000 and the advance rate against
eligible accounts receivable was dropped to 80% from 85%.
As a condition to providing the financing, the bank requires that the Company
meet various restrictive covenants. These covenants include, among other
things, maintenance of certain financial ratios, limits on capital
expenditures, minimum net worth and net income requirements and restrictions
on the amount of borrowings from stockholders.
All borrowings under the agreement are secured by all accounts receivable,
inventories, machinery and equipment of the Company. In addition, the bank
has a first lien on the Asheboro land and facilities and a subordinated lien
on the Somerset facilities.
The Company had approximately $697,000 of unused availability under the
agreement at May 3, 1997. The Company believes that its revolving finance
agreement, as amended, will provide the necessary liquidity to fund its
current level of operations.
The Company has not made any outlays for capital equipment during the first
six months of 1997. Capital expenditures for the first six months of 1996
were $15,000. The Company is making capital expenditures only to maintain
current levels of operations.
11
<PAGE>
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION, Continued
FINANCIAL CONDITION
ACCOUNTS RECEIVABLE
- -------------------
Accounts receivable were $7,983,000 at May 3, 1997, or $2,825,000 less than
accounts receivable of $10,808,000 at November 2, 1996. Trade receivables
have historically been at their highest point at the end of the fiscal year
because of the heavy sales volume related to Christmas buying by retailers.
Second, certain dating programs offered by the Company begin in the third
quarter and end in the first quarter of the following fiscal year. Accounts
receivables related to these programs are outstanding at the end of the fiscal
year but do not impact accounts receivable in the second quarter.
INVENTORIES
- -----------
Inventories were $10,201,000 at May 3, 1997 and $12,511,000 at November 2,
1996, a difference of $2,310,000. Of the decrease, approximately $784,000 is
finished goods, $101,000 is work in process, and $1,425,000 is raw materials.
The decrease is a result of the reduced production schedules in the Company's
plants and greater emphasis on managing inventories. Sales are historically
at their highest point in the fourth quarter of each year.
BORROWINGS UNDER FINANCE AGREEMENT
- ----------------------------------
The balance outstanding under the finance agreement was $7,152,000 at May 3,
1997 compared to $11,464,000 at November 2, 1996, a decrease of $4,312,000.
Negotiated decreases in the revolving line of credit combined with planned
reductions in accounts receivable and inventories contributed to the reduction
in outstanding amounts.
FORWARD-LOOKING STATEMENTS
- --------------------------
The foregoing discussion contains some forward-looking statements about the
Company's financial condition and results of operations, which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which reflect management's judgment only as of the date hereof. The Company
undertakes no obligation to publicly revise these forward-looking statements
to reflect events and circumstances that arise after the date hereof.
Factors that might cause actual results to differ materially from these
forward-looking statements include (1) the effects of general economic
conditions, (2) the impact of competitive products and pricing in the footwear
industry, (3) failure to achieve anticipated sales results, (4) management's
ability to accurately predict the effect of cost reductions, and (5)
management's ability to accurately predict the adequacy of the Company's
financing arrangement to meet its working capital and capital expenditure
requirements.
12
<PAGE>
B.B. WALKER COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION, Continued
PART II. OTHER INFORMATION
- ---------------------------
Item 2. Changes in Securities
Effective March 14, 1997, the Company executed an amendment to its
financing agreement which established new financial covenants for the
agreement, as well as modifying key provisions of the agreement.
Item 4. Submission of Matters to a Vote of Security Holders
The Forty-Sixth Annual Meeting of the Shareholders of the Company was
held on Monday, March 17, 1997, as set forth in the Notice of Annual
Meeting of Shareholders dated and mailed on February 24, 1997. Of
the 1,726,534 shares of common stock issued and outstanding on the
record date, 1,377,252 shares or 79.77% of the common stock
outstanding were represented in person or by proxy at the meeting.
For the issues presented to the shareholders for their consideration,
the results were as follows:
1 - The Board of Directors, in accord with the By-laws, established
the number of Directors at six. The shareholders elected the six
persons nominated by them in the proxy statement mailed February
24, 1997. All director nominees had served as directors during
the prior year and all were elected by the shareholders. There
were no other nominations for director presented at the meeting.
The six nominees were elected with results as follows:
Shares Shares Shares Marked
Director For Against Withhold Authority
-------- --------- ------- ------------------
Kent Anderson 1,224,307 144,390 8,555
George M. Ball 1,224,397 144,300 8,555
Robert L. Donnell, Jr. 1,224,703 143,994 8,555
James P. McDermott 1,224,757 143,940 8,555
Michael C. Miller 1,368,295 402 8,555
Edna A. Walker 1,366,301 372 10,579
2 - Ratification by the Shareholders of the action by the Board of
Directors to appoint Price Waterhouse LLP as the Company's
independent certified public accounting firm for the 1997 fiscal
year. The action was ratified with 1,371,985 shares voting for,
1,146 shares voting against, and 4,121 abstaining from the vote.
13
<PAGE>
PART II. OTHER INFORMATION, Continued
- --------------------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Filed:
(27) Financial Data Schedule for the period ended May 3, 1997
(b) Reports on Form 8-K:
NONE
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.
B.B. Walker Company
Date June 12, 1997 /s/KENT T. ANDERSON
------------- -------------------------------
Kent T. Anderson
Chairman of the Board, Chief
Executive Officer and President
Date June 12, 1997 /s/WILLIAM C. MASSIE
------------- -------------------------------
William C. Massie
Executive Vice President
14
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from B.B.
Walker's Form 10-Q for the first quarter of fiscal 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000104218
<NAME> B.B. WALKER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-01-1997
<PERIOD-END> MAY-03-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 8,444
<ALLOWANCES> 461
<INVENTORY> 10,201
<CURRENT-ASSETS> 18,644
<PP&E> 8,006
<DEPRECIATION> 6,037
<TOTAL-ASSETS> 20,817
<CURRENT-LIABILITIES> 13,312
<BONDS> 0
0
83
<COMMON> 1,727
<OTHER-SE> 2,555
<TOTAL-LIABILITY-AND-EQUITY> 20,817
<SALES> 16,388
<TOTAL-REVENUES> 16,435
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</TABLE>
