SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 10, 1995
NS GROUP, INC.
(Exact name of registrant as specified in its charter)
Kentucky 1-9838 61-0985936
(State or other (Commission (IRS Employer
jurisdiction of File No.) I.D. Number)
incorporation)
Ninth & Lowell Streets, Newport, Kentucky 41072
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(606) 292-6809
Item 5. Other Events
On November 10, 1995, the Registrant issued a
press release announcing its results for its
fiscal year and fourth quarter ending
September 30, 1995. A copy of such press
release is filed as Exhibit 99 hereto and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
99. Press release dated November 10,
1995.
SIGNATURE
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 hereunto
duly authorized.
NS Group, Inc.
(Registrant)
By:\s\John R. Parker
John R. Parker
Vice President and
Treasurer, Principal
Financial Officer
Date: November 15, 1995
(COMPANY LOGO HERE)
FOR IMMEDIATE RELEASE -- November 10, 1995
CONTACT: Clifford R. Borland
President and Chief Executive Officer
NS Group, Inc.
(606) 292-6809
NS GROUP ANNOUNCES FISCAL 1995 RESULTS
Newport, Kentucky -- NS Group, Inc. announced today
the results for its fiscal year ended September 30,
1995. Net sales for fiscal 1995 were $371.4 million,
compared to fiscal 1994 net sales of $303.4 million.
The Company reported a loss before extraordinary charge
of $5.1 million, or a $.36 loss per share, versus net
income of $13.2 million, or $.96 per share, for fiscal
1994. Fiscal 1994 net income includes a one time,
after-tax gain of approximately $21.5 million, or $1.56
per share, related to the sale of Kentucky Electric
Steel Corporation ("KES") and income of $1.7 million,
or $.12 per share, related to a change in accounting
principle, both of which were recorded in the first
fiscal quarter. Excluding these items, the Company
incurred a net loss of $10.0 million, or a $.72 loss
per share, for fiscal 1994.
For the fourth quarter of fiscal 1995, net sales were
$86.0 million, compared to fiscal 1994 net sales of
$84.6 million. For the same periods, the Company
reported a loss before extraordinary charge of $6.1
million, or a $.44 loss per share, versus a net loss of
$1.0 million, or a $.07 loss per share.
The Company incurred an extraordinary charge of $5.2
million, or $.38 per share, in the fourth quarter of
fiscal 1995 as a result of prepayment penalties and the
write-off of unamortized debt issuance costs incurred
in connection with a fourth quarter debt refinancing.
As a result, the Company incurred a net loss of $10.3
million and $11.3 million for the 1995 fiscal year and
fourth quarter, respectively, or a $.74 and $.82 loss
per share, respectively. Earnings before interest,
taxes, depreciation and amortization ("EBITDA") was
$31.1 million for fiscal 1995 versus $21.6 million
for fiscal 1994 (excluding the gain on the sale of KES)
and $0.8 million for the fourth quarter of fiscal 1995
versus $7.5 million for the comparable quarter of a
year ago.
The first quarter and fiscal year periods of fiscal
1995 and 1994 are 14 and 13 week and 53 and 52
week periods, respectively.
C. R. Borland, President and Chief Executive Officer of
NS Group commented, "The completion of fiscal 1995
marks the end of a year of significant change for the
Company. The successful refinancing of a majority of
the Company's indebtedness in the fourth fiscal quarter
substantially enhances liquidity, reduces principal
payments for the next five years, improves cash flow
and allows us to more aggressively pursue our capital
expenditure plans. For the fiscal year, net sales
increased over 22% from fiscal 1994 on the strength of
improved steel product shipments and pricing, while
operating income increased from $0.7 million in fiscal
1994 to $7.8 million for fiscal 1995. In addition, as
we begin the new year, demand for the Company's
seamless tubular products is at an all-time high."
Mr. Borland further noted, "Results for the fiscal 1995
fourth quarter were within the range previously
announced by the Company on October 24, 1995. While we
are extremely disappointed with the financial results
stemming from the operational problems experienced in
the fourth quarter, we believe the majority of the
problems are behind us and we continue to address
remaining issues as we begin the new fiscal year. We
continue to remain optimistic and enthusiastic with
regard to fiscal 1996."
NS Group, Inc. is a holding company that owns four
operating subsidiaries: Newport Steel Corporation, a
manufacturer of welded tubular steel products and hot
rolled coils; Koppel Steel Corporation, a manufacturer
of seamless tubular steel products, special bar quality
products and semi-finished steel products; Erlanger
Tubular Corporation, a processor of tubular products;
and Imperial Adhesives, Inc., a manufacturer of
industrial adhesives products. NS Group, Inc.'s common
stock (symbol: NSS) is traded on the New York Stock
Exchange.
NS GROUP, INC. AND SUBSIDIARIES
Summarized Financial Data
(In thousands, except per share data)
Three Months Ended Fiscal Year Ended(1)
09/30/95 09/24/94 09/30/95 09/24/94
Net sales $ 86,004 $ 84,602 $ 371,352 $ 303,380
Operating
income(loss) (4,190) 1,966 7,806 689
Gain on sale
of subsidiary - - - 21,528
Income (loss)
before extraor-
dinary item
and change in
accounting
principle (6,107) (960) (5,056) 11,493
Extraordinary
item, net of
taxes (5,200) - (5,200) -
Change in
accounting
principle - - - 1,715
Net income
(loss) (11,307) (960) (10,256) 3,208(2)
Per common
share:
Income (loss)
before
extraordinary item
and change in
accounting
principle $(.44) $(.07) $(.36) $ .84
Extraordin-
ary item (.38) - (.38) -
Change in
accounting
principle - - - .12
Net income
(loss) $(.82) $(.07) $(.74) $ .96(2)
Weighted
average
shares
outstanding 13,809 13,809 13,809 13,789
EBITDA(3) $ 812 $ 7,492 $ 31,141 $ 21,566
(1) The Company's fiscal year ends on the last
Saturday of September. The first quarter and fiscal
year periods of fiscal 1995 and 1994 were 14 and 13
week and 53 and 52 week periods, respectively.
(2) Excluding the after-tax gain of $21.5 million on
the sale of Kentucky Electric Steel Corporation and the
change in accounting principle of $1.7 million, the
Company incurred a net loss of $10.0 million, or a $.72
loss per share.
(3) Represents earnings before interest, taxes,
depreciation and amortization, and is calculated as
income before extraordinary items and the cumulative
effect of a change in accounting principle plus
interest expense, taxes, depreciation and amortization.
For the fiscal 1994 period, the calculation excludes
the one-time gain on the sale of Kentucky Electric
Steel Corporation.
