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 March 29, 1997
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission file number 1-9838
NS GROUP, INC.
Exact name of registrant as specified in its charter
KENTUCKY 61-0985936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
Ninth and Lowell Streets, Newport, Kentucky 41072
(Address of principal executive offices)
Registrant's telephone number, including area code (606)
292-6809
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 _____
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Common stock, no par value 13,866,163
(Class) (Outstanding at May 5, 1997)
<PAGE>
NS GROUP, INC.
INDEX
PART I FINANCIAL INFORMATION PAGE
Item 1 Financial Statements
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 11
PART II OTHER INFORMATION
Item 1 Legal Proceedings 21
Item 4 Submission of Matters to a Vote of
Security-Holders 21
Item 6 Exhibits and Reports on Form 8-K 21
<PAGE>
NS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 29, 1997 AND SEPTEMBER 28, 1996
(Dollars in thousands) (Unaudited)
<TABLE>
<S> <C> <C>
March 29, September 28,
1 9 9 7 1 9 9 6
CURRENT ASSETS
Cash and cash equivalents $ 1,744 $ 3,442
Short-term investments 18,057 13,855
Accounts receivable, less
allowance for doubtful
accounts of $854 and $757,
respectively 50,569 51,824
Inventories 64,221 53,317
Other current assets 25,961 28,037
Total current assets 160,552 150,475
PROPERTY, PLANT AND EQUIPMENT 274,641 272,286
Less - accumulated depreciation (146,762) (138,512)
127,879 133,774
OTHER ASSETS 13,489 15,785
Total assets $301,920 $300,034
CURRENT LIABILITIES
Notes payable $ - $ 879
Accounts payable 42,671 41,847
Other current liabilities 25,820 24,376
Current portion of long-term
debt 2,483 2,468
Total current liabilities 70,974 69,570
LONG-TERM DEBT 163,722 164,789
DEFERRED TAXES 8,077 8,559
COMMON SHAREHOLDERS' EQUITY
Common stock, no par value 49,040 49,004
Common stock options and
warrants 2,789 2,774
Unrealized loss on available
for sale securities (1,725) (1,287)
Retained earnings 9,043 6,625
Total common shareholders'
equity 59,147 57,116
Total liabilities and
shareholders' equity $301,920 $300,034
</TABLE>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
<PAGE>
NS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED
MARCH 29, 1997 AND MARCH 30, 1996
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
March 29, March 30, March 29, March 30,
1997 1996 1997 1996
NET SALES $111,110 $104,726 $216,277 $194,021
COST AND EXPENSES
Cost of
products sold 95,373 94,868 188,197 177,270
Selling and
administrative
expenses 6,883 6,967 13,281 13,253
Operating
income 8,854 2,891 14,799 3,498
OTHER INCOME (EXPENSE)
Interest
expense (6,105) (6,082) (12,168) (12,137)
Interest income 151 146 458 271
Other, net 122 (447) 205 251
Income (loss)
before income
taxes 3,022 (3,492) 3,294 (8,117)
PROVISION (CREDIT)
FOR INCOME TAXES 853 (1,984) 876 (3,405)
Net income
(loss) $ 2,169 $(1,508) $ 2,418 $ (4,712)
NET INCOME
(LOSS) PER
COMMON SHARE $.16 $(.11) $.18 $(.34)
WEIGHTED AVERAGE
SHARES
OUTSTANDING 13,814 13,809 13,812 13,809
</TABLE>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
<PAGE>
NS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED
MARCH 29, 1997 AND MARCH 30, 1996
(Dollars in thousands) (Unaudited)
<TABLE>
<S> <C> <C>
March 29, March 30,
1 9 9 7 1 9 9 6
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income (loss) $ 2,418 $(4,712)
Adjustments to reconcile
net income (loss) to net
cash flows from operating
activities:
Depreciation and amortization 8,893 9,522
Amortization of debt discount
and finance costs 838 816
Decrease in long-term deferred
taxes (245) (3,009)
(Increase) decrease in accounts
receivable, net 1,255 (3,375)
Increase in inventories (11,192) (1,415)
Decrease in other current assets 844 5,539
Increase in accounts payable 824 11,565
Increase in accrued liabilities 1,444 466
Net cash flows from operating
activities 5,079 15,397
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in property, plant and
equipment, net (2,150) (4,776)
Proceeds from sale of equipment 139 -
(Increase) decrease in
other assets 1,670 (344)
Net cash flows from investing
activities (341) (5,120)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in notes payable (879) (509)
Repayments on long-term debt (1,391) (741)
Proceeds from issuance of common
stock 36 -
Net cash flows from financing
activities (2,234) (1,250)
Net increase in cash and
short-term investments 2,504 9,027
CASH AND SHORT-TERM INVESTMENTS AT
BEGINNING OF YEAR 17,297 11,251
CASH AND SHORT-TERM INVESTMENTS AT
END OF PERIOD $19,801 $20,278
Cash paid during the period for:
Interest $11,267 $10,560
Income taxes, net of refunds $ (489) $(2,571)
</TABLE>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
<PAGE>
NS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Principles of Consolidation
The condensed consolidated financial statements include
the accounts of NS Group, Inc. and its wholly-owned
subsidiaries (the Company): Newport Steel Corporation
(Newport), Koppel Steel Corporation (Koppel), Erlanger
Tubular Corporation (Erlanger), Imperial Adhesives, Inc.
(Imperial) and Northern Kentucky Management, Inc. All
significant intercompany balances and transactions have been
eliminated.
The accompanying information reflects, in the opinion
of management, all adjustments (which consist only of normal
recurring adjustments) necessary to present fairly the
results for the interim periods. The preparation of
financial statements in conformity with generally accepted
accounting principles requires that management make certain
estimates and assumptions that affect the amounts reported
in the consolidated financial statements and accompanying
notes. Actual results could differ from those estimates.
Reference should be made to NS Group, Inc.'s Form 10-K for
the fiscal year ended September 28, 1996 for additional
footnote disclosure, including a summary of significant
accounting policies.
In the first quarter of fiscal 1997, the Company
adopted the provisions of Statement of Financial Accounting
Standards No. 121 (Statement 121). Statement 121
establishes accounting standards for impairment of
long-lived assets to be held and used and for long-lived
assets that are to be disposed. The impact on the Company's
financial statements from the adoption of Statement 121 was
not material.
In the first quarter of fiscal 1997, the Company also
adopted Statement of Financial Accounting Standards No. 123
(Statement 123). Statement 123 establishes accounting and
reporting standards for stock-based employee compensation
plans. As permitted under Statement 123 the Company has
elected to remain on the intrinsic value based method of
accounting for stock-based employee compensation plans. As
such, beginning with the 1997 fiscal year-end, Statement 123
requires pro forma disclosures of net income and earnings
per share, as if the fair value based method of accounting
had been applied.
<PAGE>
In February 1997, the Financial Accounting Standards
Board (FASB) issued statement No. 128 (Statement 128) which
establishes standards for computing and presenting earnings
per share (EPS). Statement 128 replaces primary EPS and
fully diluted EPS with a dual presentation of basic EPS and
diluted EPS, respectively. Basic EPS is computed by
dividing income available to common shareholders by the
weighted-average number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution which
would result from any instrument which could result in
additional common shares being issued.
The Company must adopt Statement 128 for fiscal 1998.
The adoption of Statement 128 in fiscal 1998 will not
materially affect the amounts reported in the first and
second fiscal quarters of 1997.
Certain amounts for the prior period have been
reclassified in the accompanying condensed consolidated
financial statements to conform to fiscal 1997 presentation.
The Company's fiscal year ends on the last Saturday of
September.
Note 2: Inventories
At March 29, 1997 and September 28, 1996, inventories
stated at the lower of LIFO (last-in, first-out) cost or
market represent approximately 41% and 36% of total
inventories before the LIFO reserve, respectively.
Inventories consist of the following components ($000's):
<TABLE>
<S> <C> <C>
March 29, September 28,
1 9 9 7 1 9 9 6
Raw materials $ 9,041 $ 5,948
Semi-finished and
finished goods 58,302 50,471
67,343 56,419
LIFO reserve (3,122) (3,102)
$64,221 $53,317
</TABLE>
Note 3: Commitments and Contingencies
The Company has various commitments for the purchase of
materials, supplies and energy arising in the ordinary
course of business.
<PAGE>
Legal Matters
The Company is subject to various claims, lawsuits and
administrative proceedings arising in the ordinary course of
business with respect to workers compensation, health care
and product liability coverages (each of which is
self-insured to certain levels), as well as commercial and
other matters. The Company accrues for the cost of such
matters when the incurrence of such costs is probable and
can be reasonably estimated. Based upon its evaluation of
available information, management does not believe that any
such matters are likely, individually or in the aggregate,
to have a material adverse effect upon the Company's
consolidated financial position, results of operations or
cash flows.
Environmental Matters
The Company is subject to federal, state and local
environmental laws and regulations, including, among others,
the Resource Conservation and Recovery Act (RCRA), the Clean
Air Act, the 1990 Amendments to the Clean Air Act, the Clean
Water Act and all regulations promulgated in connection
therewith, including, among others, those concerning the
discharge of contaminants as air emissions or waste water
effluents and the disposal of solid and/or hazardous wastes
such as electric arc furnace dust. As such, the Company is
from time to time involved in administrative and judicial
proceedings and administrative inquiries related to
environmental matters.
As with other steel mills in the industry, Koppel and
Newport produce dust which contains lead, cadmium and
chromium, and is classified as a hazardous waste. The
Company currently collects the dust resulting from its
electric arc furnace operations through emission control
systems and contracts with a company for treatment and
disposal of the dust at an EPA-approved facility.
The Company has on its property at Newport a permitted
hazardous waste disposal facility. Newport's permit for
operating the hazardous waste disposal facility required
that it investigate, test, and analyze for potential
releases of hazardous constituents from its closed loop
water recirculating system. Based on the findings of its
investigation, which have been filed with the EPA, the
Company believes that the cost of any remediation, if
required, will not be material.
In November 1996, Koppel received a Notice of Violation
from the EPA alleging violations of the Clean Air Act and
the Pennsylvania State Implementation Plan. The violations
allegedly occurred during 1995 and 1996 and pertain to air
emissions from Koppel's electric arc furnace operations. At
this time, the Company is unable to determine if the EPA
will assess civil penalties as a result of the alleged
violations, or the extent of any such potential penalties.
<PAGE>
In March 1995, Koppel and the EPA signed a Consent
Order relating to an April 1990 RCRA facility assessment
(the Assessment) completed by the EPA and the Pennsylvania
Department of Environmental Resources. The Assessment was
performed in connection with a permit application pertaining
to a landfill that is adjacent to the Koppel facilities.
The Assessment identified potential releases of hazardous
constituents at or adjacent to the Koppel facilities prior
to the Company's acquisition of the Koppel facilities. The
Consent Order established a schedule for investigating,
monitoring, testing and analyzing the potential releases.
Certain remediation has been completed; however, additional
remediation may be required. Pursuant to various indemnity
provisions in agreements entered into at the time of the
Company's acquisition of the Koppel facilities, certain
parties have agreed to indemnify the Company against various
known and unknown environmental matters. To date, the
Company has been fully indemnified against all matters
pertaining to the Consent Order and the Company believes
that the indemnity provisions provide for it to be fully
indemnified against all future matters covered by the
Consent Order, including all associated costs, claims and
liabilities.
In two separate incidents occurring in fiscal 1993 and
1992, radioactive substances were accidentally melted at
Newport, resulting in the contamination of a quantity of
electric arc furnace dust. The Company is investigating and
evaluating various issues concerning storage, treatment and
disposal of the radiation contaminated electric arc furnace
dust; however, a final determination as to method of
treatment and disposal, cost and further regulatory
requirements cannot be made at this time. Depending on the
ultimate timing and method of treatment and disposal, which
will require appropriate federal and state regulatory
approval, the actual cost of disposal could substantially
exceed current estimates and the Company's insurance
coverage.
The Company expects to recover and has recorded a $2.3
million receivable relating to insurance claims for the
recovery of disposal costs which will be filed with the
applicable insurance carrier at the time such disposal costs
are incurred. As of March 29, 1997, claims recorded in
connection with disposal costs exhaust available insurance
coverage. Based on current knowledge, management believes
the recorded gross reserves of $4.4 million for disposal
costs pertaining to these incidents are adequate.
Subject to the uncertainties concerning the Consent
Order and the storage and disposal of the radiation
contaminated dust, the Company believes that it is currently
in compliance in all material respects with all applicable
environmental regulations. The Company cannot predict the
level of required capital expenditures or operating costs
that may result from future environmental regulations.
Capital expenditures for the next twelve months
relating to environmental control facilities are expected to
be approximately $1.0 million; however, such expenditures
could be influenced by new or revised environmental
regulations and laws or new information or developments with
respect to the Company's operating facilities.
<PAGE>
As of March 29, 1997, the Company had environmental
remediation reserves of $4.5 million which pertain almost
exclusively to accrued disposal costs for radiation
contaminated dust. As of March 29, 1997, the estimated
range of possible losses related to the environmental
contingency matters discussed above in excess of those
accrued by the Company is $0 to $3.0 million; however, with
respect to the Consent Order, the Company cannot estimate
the range of possible losses should the Company not be
indemnified on future matters. Based upon its evaluation of
available information, management does not believe that any
of the environmental contingency matters discussed above are
likely, individually or in the aggregate, to have a material
adverse effect upon the Company's consolidated financial
position, results of operations or cash flows. However,
the Company cannot predict with certainty that new
information or developments with respect to the Consent
Order or its other environmental contingency matters,
individually or in the aggregate, will not have a material
adverse effect on the Company's consolidated financial
position, results of operations or cash flows.
Note 4: Summarized Financial Information
The Company's Senior Secured Notes are unconditionally
guaranteed in full, jointly and severally, by each of the
Company's subsidiaries (Subsidiary Guarantors), each of
which is wholly-owned. Separate financial statements of the
Subsidiary Guarantors are not presented because they are not
deemed material to investors. The following is summarized
financial information of the Subsidiary Guarantors. All
significant intercompany accounts and transactions between
the Subsidiary Guarantors have been eliminated.
<PAGE>
<TABLE>
<S> <C> <C>
March 29, September 28,
1997 1996
(Dollars in thousands)
Current assets $141,928 $131,839
Noncurrent assets $135,319 $143,074
Current liabilities $ 63,338 $ 61,980
Payable to parent $164,266 $162,593
Other noncurrent
liabilities 9,257 9,953
Total noncurrent
liabilities $173,523 $172,546
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
March 29, March 30, March 29, March 30,
1997 1996 1997 1996
(Dollars in thousands)
Net sales $111,110 $104,726 $ 216,277 $194,021
Gross
profit $ 15,737 $ 9,858 $ 28,080 $ 16,751
Net income
(loss) $ 3,261 $ (847) $ 5,084 $ (3,233)
</TABLE>
<PAGE>
NS GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
The Company operates in two business segments:
specialty steel and industrial adhesives. Within the
specialty steel segment are the operations of Koppel, a
manufacturer of seamless tubular steel products and special
bar quality (SBQ) products and Newport, a manufacturer of
welded tubular steel products and hot rolled coils. The
Company's specialty steel products consist of: (i) seamless
and welded oil country tubular goods (OCTG) primarily used
in oil and natural gas drilling and production operations;
(ii) line pipe used in the transmission of oil, gas and
other fluids; (iii) SBQ products primarily used in the
manufacture of heavy industrial equipment; and (iv) hot
rolled coils which are sold to service centers and other
manufacturers for further processing. Within the adhesives
segment are the operations of Imperial, a manufacturer of
industrial adhesives products.
The matters discussed or incorporated by reference in
this Report on Form 10-Q that are forward-looking statements
(as defined in the Private Securities Litigation Reform Act
of 1995) involve risks and uncertainties. Such risks and
uncertainties include, but are not limited to, the level of
domestic as well as worldwide oil and natural gas drilling
activity; general economic conditions; product demand and
industry capacity; industry pricing; the presence or absence
of governmentally imposed trade restrictions; manufacturing
efficiencies; volatility in raw material costs, particularly
steel scrap; costs of compliance with environmental
regulations; product liability or other claims; the
Company's ability to meet operating cash requirements,
including capital expenditures; and the Company's capital
structure, which may limit its operational and financial
flexibility. These risks and uncertainties may cause the
actual results or performance of the Company to differ
materially from any future results or performance expressed
or implied by such forward-looking statements.
<PAGE>
Results of Operations
The Company's net sales, cost of products sold and
operating income by business segment for the three and six
month periods ended March 29, 1997 and March 30, 1996 are
summarized below.
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
March 29, March 30, March 29, March 30,
1997 1996 1997 1996
(Dollars in thousands)
Net sales
Specialty steel
segment
Koppel $ 52,655 $ 50,074 $ 99,549 $ 92,117
Newport 48,244 45,001 96,330 83,340
100,899 95,075 195,879 175,457
Adhesives
segment 10,211 9,651 20,398 18,564
$111,110 $104,726 $216,277 $194,021
Cost of products sold
Specialty steel segment
Koppel $ 46,474 $ 42,854 $ 89,846 $ 80,335
Newport 41,194 44,688 82,900 82,625
87,668 87,542 172,746 162,960
Adhesives
segment 7,705 7,326 15,451 14,310
$ 95,373 $ 94,868 $188,197 $177,270
Operating income
Specialty steel segment
Koppel $ 4,517 $ 5,674 $ 6,157 $ 8,723
Newport 5,281 (1,868) 10,302 (3,491)
9,798 3,806 16,459 5,232
Adhesives
segment 383 361 627 493
Corporate
allocations (1,327) (1,276) (2,287) (2,227)
$ 8,854 $ 2,891 $ 14,799 $ 3,498
</TABLE>
<PAGE>
Sales data for the Company's specialty steel segment
for the three and six month periods ended March 29, 1997 and
March 30, 1996 were as follows:
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Six Months Ended
March 29, March 30, March 29, March 30,
1997 1996 1997 1996
Tons shipped
Koppel
Seamless
tubular 40,400 41,100 74,000 75,200
SBQ 39,500 32,000 75,500 60,900
Newport
Welded
tubular 90,200 92,100 184,000 166,900
Hot rolled
coils and
other
products 7,600 11,600 15,300 22,600
177,700 176,800 348,800 325,600
Net sales ($000's)
Koppel
Seamless
tubular $ 35,210 $ 35,029 $ 66,127 $ 63,092
SBQ 17,445 15,045 33,422 29,025
Newport
Welded
tubular 45,300 40,346 90,190 74,522
Hot rolled
coils and
other
products 2,944 4,655 6,140 8,818
$ 100,899 $ 95,075 $195,879 $175,457
</TABLE>
Net sales for the second quarter of fiscal 1997
increased $6.4 million, or 6.1%, from the second quarter of
fiscal 1996 to $111.1 million. For the six month comparable
periods, net sales increased $22.3 million, or 11.5%, to
$216.3 million. Specialty steel segment net sales increased
$5.8 million, or 6.1%, and $20.4 million, or 11.6%, for the
three and six month periods, respectively. Adhesives
segment net sales increased $0.6 million, or 5.8%, and $1.8
million, or 9.9%, for the three and six month periods,
respectively. The overall increase in specialty steel
segment net sales was primarily attributable to increased
shipments and selling prices of the Company's tubular
products as more fully discussed below.
<PAGE>
Total seamless tubular net sales and shipments for the
fiscal 1997 second quarter was virtually unchanged, on a
volume decrease of 1.7%. Seamless tubular net sales
increased $3.0 million, or 4.8%, on a volume decrease of
1.6% for the comparable six month periods. The increase in
total seamless tubular net sales for the six month period
was primarily due to increased shipments of seamless OCTG
products, attributable to increased domestic and
international drilling activity, including off-shore
drilling. The increase in total seamless tubular net sales
for the six month period was moderated by a decrease in
sales and shipments of seamless line pipe. Fiscal 1997
second quarter average selling prices for all seamless
tubular products increased 2.2% over the second quarter of
fiscal 1996 partially due to a change in product mix
resulting from an emphasis on OCTG products.
Total welded tubular net sales for the quarter
increased $5.0 million, or 12.3%, on a volume decrease of
2.1%, from the comparable prior year period. The increase
in total welded tubular net sales for the quarter was
primarily attributable to a 14.6% increase in average
selling prices for all welded tubular products. Total
welded tubular net sales for the first six months of fiscal
1997 increased $15.7 million, or 21.0%, on a volume increase
of 10.2%, from the comparable prior year period. The
average selling price for all welded tubular products for
the first half of fiscal 1997 was $490 per ton, a 9.6%
increase from the same period of fiscal 1996. Selling
prices have increased on the strength of the OCTG
marketplace, which saw the average number of oil and natural
gas drilling rigs in the United States (rig count) increase
21% and 15% over the three and six month periods of a year
ago, respectively. Shipments of welded tubular products for
the second quarter and first six months of fiscal 1997 were
negatively affected by the loss of approximately two weeks
of production at one of Newport's welded pipe mills due to
weather related flooding.
The demand for the Company's OCTG products is cyclical
in nature, being primarily dependent on the number and depth
of oil and natural gas wells being drilled in the United
States and globally. The level of drilling activity is
largely a function of the current prices of oil and natural
gas and the industry's future price expectations. Demand
for OCTG products is also influenced by the levels of
inventory held by producers, distributors and end users. In
addition, the demand for OCTG products produced domestically
is also significantly impacted by the level of foreign
imports of OCTG products. The level of OCTG imports is
affected by: (i) the value of the U.S. dollar versus other
key currencies; (ii) overall world demand for OCTG products;
(iii) the production cost competitiveness of domestic
producers; (iv) trade practices of, and government subsidies
to, foreign producers; and (v) the presence or absence of
governmentally imposed trade restrictions in the United
States.
<PAGE>
The U. S. government is currently imposing duties on
the imports of various OCTG products from certain foreign
countries in response to antidumping and countervailing duty
cases filed by several U.S. steel companies. The Company
cannot predict the U.S. government's future actions
regarding import duties or other trade restrictions on
imports of OCTG products.
SBQ product net sales increased $2.4 million, or 16%,
on a volume increase of 23.4%, and $4.4 million, or 15.1%,
on a volume increase of 24.0% for the comparable three and
six month periods. Average selling price for SBQ products
for the same periods decreased 6.0% and 7.1%, respectively.
While shipments of SBQ products are above comparable prior
year levels, market and competitive conditions resulted in
lower pricing. Other product shipments in the first quarter
of fiscal 1997 were primarily attributable to the sale of
hot rolled coils. The demand for the Company's SBQ and hot
rolled coil products is cyclical in nature and is sensitive
to general economic conditions.
Gross profit for the second quarter of fiscal 1997
increased $5.8 million from the second quarter of fiscal
1996 for a gross profit margin of 14.2% in fiscal 1997
compared to 9.4% in the second quarter of fiscal 1996. For
the six months, gross profit increased $11.3 million for a
gross profit margin of 13.0% compared to 8.6% in the
comparable prior year period. The specialty steel segment
gross profit increased $5.7 million and $10.6 million for
the three and six month periods and gross profit margin
increased to 13.1% and 11.8%, respectively, from 7.9% and
7.1% for the comparable prior year periods, respectively.
The increase in specialty steel segment gross profit and
margin for the three and six month comparable periods was
attributable to Newport's operations, where gross profit
margins increased from 0.7% to 14.6% and 0.9% to 13.9%,
respectively, as a result of improved operating
efficiencies, cost reduction initiatives, higher average
selling prices and increased shipments of welded OCTG
product. Koppel's gross profit margin for the three and six
month periods decreased from 14.4% to 11.7% and 12.8% to
9.7%, respectively, primarily due to a decrease in SBQ
selling prices, and for the six month comparable periods,
lower operating efficiencies in its tubular operations
resulting from a fiscal 1997 first quarter major maintenance
outage.
The adhesives segment gross profit increased $0.2
million and $0.7 million for the second fiscal quarter and
six month periods, respectively, due primarily to an
increase in sales volume and slightly lower raw material
costs. Gross profit margin for the second quarter of fiscal
1997 was 24.5% compared to 24.1% for the comparable fiscal
1996 period.
Selling and administrative expenses for the second
quarter and first six months of fiscal 1997 were virtually
unchanged from the comparable prior year periods and
decreased as a percent of sales to 6.2% and 6.1%,
respectively, from 6.7% and 6.8% in the second quarter and
first six months of fiscal 1996.
<PAGE>
As a result of the above factors, operating income
increased $6.0 million, from $2.9 million in the second
quarter of fiscal 1996 to $8.9 million in the current
quarter. For the six month period operating income
increased $11.3 million, from $3.5 million in fiscal 1996 to
$14.8 million in the first six months of fiscal 1997. The
increase in operating income was almost solely attributable
to the specialty steel segment and was primarily due to
improved operations at Newport combined with increased
shipments and average selling prices for welded OCTG
products. Newport's operations were negatively impacted by
the loss of approximately two weeks of production at one of
its welded pipe mills due to weather related flooding.
Interest expense was virtually unchanged at $6.1
million and $12.2 million for the second quarter and first
six months of fiscal 1997 and 1996, respectively. Interest
income was unchanged for the comparable three months and
increased $0.2 million for the six month period as a result
of higher average invested cash and short-term investment
balances.
Other income (expense), net for the second quarter and
first six months of fiscal 1997 was $0.1 million and $0.2
million, respectively. The comparable periods in fiscal
1996 were affected by first quarter income from insurance
claims and a second quarter provision for a loss on the sale
of non-steel segment fixed assets.
The Company's combined federal and state effective tax
rate for the fiscal 1997 six month period was 26.6%,
reflecting a federal provision at the statutory alternative
minimum tax rate of 20%. The Company anticipates that it
will be providing for and paying federal taxes at the
alternative minimum rate for the foreseeable future.
As a result of the above factors, the Company reported
net income of $2.2 million, or $.16 per share, in the second
quarter of fiscal 1997 compared to a net loss of $1.5
million, or an $.11 loss per share in the second quarter of
fiscal 1996. For the current six month period, the Company
reported net income of $2.4 million, or $.18 per share,
compared to a net loss of $4.7 million, or a $.34 loss per
share, for the first six months of fiscal 1996.
Liquidity and Capital Resources
Working capital at March 29, 1997 was $89.6 million
compared to $80.9 million at September 28, 1996. The
current ratio was 2.26 to 1 at March 29, 1997 compared to
2.16 to 1 at September 28, 1996. At March 29, 1997, the
Company had cash and short-term investments totaling $19.8
million, $2.0 million of which was restricted in an
environmental trust account related to a permitted hazardous
waste disposal facility located on the Company's property at
Newport. At March 29, 1997, the Company had no outstanding
advances against its $45.0 million revolving credit facility
(Credit Facility); however, $27.6 million of the Credit
Facility secured various letters of credit issued primarily
in connection with the purchase of steel slabs at Newport.
<PAGE>
Net cash flows provided by operating activities totaled
$5.1 million in the first six months of fiscal 1997,
compared to $15.4 million in the comparable prior year
period. The Company recorded net income of $2.4 million in
the first six months of fiscal 1997 compared to a net loss
of $4.7 million in the first six months of fiscal 1996.
Major sources of cash from operating activities in the first
six months of fiscal 1997 included $9.7 million in non-cash
depreciation and amortization charges; a $1.3 million
decrease in accounts receivable and increases in accounts
payable and accrued liabilities totaling $2.3 million. The
major use of cash in operating activities for the period was
an $11.2 million increase in inventories, resulting from
increased business activity related primarily to the OCTG
marketplace.
For the first six months of fiscal 1996, net cash flows
used in operating activities were $15.4 million. Major
uses of cash in operating activities included a $3.0 million
decrease in long-term deferred taxes as a result of
operating losses and a $3.4 million and $1.4 million
increase in accounts receivable and inventories,
respectively, resulting from an increase in business
activity. Offsetting these uses were $10.3 million in
non-cash depreciation and amortization charges; a decrease
in other current assets resulting primarily from the
collection of previously filed insurance claims; and an
increase in accounts payable primarily resulting from the
purchase of steel slabs and a general increase in business
activity.
The Company invested $2.2 million in capital
expenditures during the first six months of fiscal 1997,
primarily related to improvements to and acquisition of
machinery and equipment in the specialty steel segment. The
Company currently estimates that fiscal 1997 capital
spending will approximate $8.0 million, primarily in the
specialty steel segment, and its sources for funding capital
expenditures include cash flow from operations, available
cash and short-term investments, as well as available
borrowing sources. The Company also generated $1.7 million
in cash from the sale of certain investment property.
Net cash flows from financing activities in the first
six months of fiscal 1997 included repayments of notes
payable and long-term debt of $2.3 million, compared to
similar payments of $1.3 million in the first six months of
fiscal 1996.
Earnings before interest, taxes, depreciation and
amortization (EBITDA) were $13.6 million and $24.4 million
in the second quarter and first six months of fiscal 1997,
respectively, compared to $7.4 million and $13.5 million in
the comparable periods of fiscal 1996. EBITDA is calculated
as net income (loss) plus interest expense, taxes,
depreciation and amortization. EBITDA provides additional
information for determining the Company's ability to meet
debt service requirements. EBITDA does not represent and
should not be considered as an alternative to net income,
any other measure of performance as determined by generally
accepted accounting principles, as an indicator of operating
performance, as an alternative to cash flows from operating,
investing or financing activities or as a measure of
liquidity.
<PAGE>
The Company believes that its current available cash
and short-term investments, its cash flow from operations
and its borrowing sources will be sufficient to meet
anticipated operating cash requirements, including capital
expenditures, for at least the next twelve months.
Inflation
The Company believes that inflation has not had a
material effect on its results of operations to date.
Generally, the Company experiences inflationary increases in
its costs of raw materials, energy, supplies, salaries and
benefits and selling and administrative expenses. Except
with respect to significant increases in steel scrap prices,
the Company has generally been able to pass these
inflationary increases through to its customers.
Other Matters
Legal Matters
The Company is subject to various claims, lawsuits and
administrative proceedings arising in the ordinary course of
business with respect to workers compensation, health care
and product liability coverages (each of which is
self-insured to certain levels), as well as commercial and
other matters. Based upon its evaluation of available
information, management does not believe that any such
matters are likely, individually or in the aggregate, to
have a material adverse effect upon the Company's
consolidated financial position, results of operations or
cash flows.
Environmental Matters
The Company is subject to federal, state and local
environmental laws and regulations, including, among others,
the Resource Conservation and Recovery Act (RCRA), the Clean
Air Act, the 1990 Amendments to the Clean Air Act, the Clean
Water Act and all regulations promulgated in connection
therewith, including, among others, those concerning the
discharge of contaminants as air emissions or waste water
effluents and the disposal of solid and/or hazardous wastes
such as electric arc furnace dust. As such, the Company is
from time to time involved in administrative and judicial
proceedings and administrative inquiries related to
environmental matters.
As with other steel mills in the industry, Koppel and
Newport produce dust which contains lead, cadmium and
chromium, and is classified as a hazardous waste. The
Company currently collects the dust resulting from its
electric arc furnace operations through emission control
systems and contracts with a company for treatment and
disposal of the dust at an EPA-approved facility.
<PAGE>
The Company has on its property at Newport a permitted
hazardous waste disposal facility. Newport's permit for
operating the hazardous waste disposal facility required
that it investigate, test, and analyze for potential
releases of hazardous constituents from its closed loop
water recirculation system. Based on the findings of its
investigation, which have been filed with the EPA, the
Company believes that the cost of any such remediation, if
required, will not be material.
In November 1996, Koppel received a Notice of Violation
from the EPA alleging violations of the Clean Air Act and
the Pennsylvania State Implementation Plan. The violations
allegedly occurred during 1995 and 1996 and pertain to air
emissions from Koppel's electric arc furnace operations.
At this time, the Company is unable to determine if the EPA
will assess civil penalties as a result of the alleged
violations, or the extent of any such potential penalties.
In March 1995, Koppel and the EPA signed a Consent
Order relating to an April 1990 RCRA facility assessment
(the Assessment) completed by the EPA and the Pennsylvania
Department of Environmental Resources. The Assessment was
performed in connection with a permit application pertaining
to a landfill that is adjacent to the Koppel facilities.
The Assessment identified potential releases of hazardous
constituents at or adjacent to the Koppel facilities prior
to the Company's acquisition of the Koppel facilities. The
Consent Order established a schedule for investigating,
monitoring, testing and analyzing the potential releases.
Certain remediation has been completed; however, additional
remediation may be required. Pursuant to various indemnity
provisions in agreements entered into at the time of the
Company's acquisition of the Koppel facilities, certain
parties have agreed to indemnify the Company against various
known and unknown environmental matters. To date, the
Company has been fully indemnified against all matters
pertaining to the Consent Order and the Company believes
that the indemnity provisions provide for it to be fully
indemnified against all future matters covered by the
Consent Order, including all associated costs, claims and
liabilities.
<PAGE>
In two separate incidents occurring in fiscal 1993 and
1992, radioactive substances were accidentally melted at
Newport, resulting in the contamination of a quantity of
electric arc furnace dust. The Company is investigating and
evaluating various issues concerning storage, treatment and
disposal of the radiation contaminated electric arc furnace
dust; however, a final determination as to method of
treatment and disposal, cost and further regulatory
requirements cannot be made at this time. Depending on the
ultimate timing and method of treatment and disposal, which
will require appropriate federal and state regulatory
approval, the actual cost of disposal could substantially
exceed current estimates and the Company's insurance
coverage. The Company expects to recover and has recorded a
$2.3 million receivable relating to insurance claims for the
recovery of disposal costs which will be filed with the
applicable insurance carrier at the time such disposal costs
are incurred. As of March 29, 1997, claims recorded in
connection with disposal costs exhaust available insurance
coverage. Based on current knowledge, management believes
the recorded gross reserves of $4.4 million for disposal
costs pertaining to these incidents are adequate.
Subject to the uncertainties concerning the Consent
Order and the storage and disposal of the radiation
contaminated dust, the Company believes that it is currently
in compliance in all material respects with all applicable
environmental regulations. The Company cannot predict the
level of required capital expenditures or operating costs
that may result from future environmental regulations.
Capital expenditures for the next twelve months
relating to environmental control facilities are expected to
be approximately $1.0 million; however, such expenditures
could be influenced by new and revised environmental
regulations and laws or new information or developments with
respect to the Company's operating facilities.
<PAGE>
As of March 29, 1997, the Company had environmental
remediation reserves of $4.5 million, which pertain almost
exclusively to accrued disposal costs for radiation
contaminated dust. As of March 29, 1997, the estimated
range of possible losses related to the environmental
contingency matters discussed above in excess of those
accrued by the Company is $0 to $3.0 million; however, with
respect to the Consent Order, the Company cannot estimate
the range of possible losses should the Company not be
indemnified on future matters. Based upon its evaluation of
available information, management does not believe that any
of the environmental contingency matters discussed above are
likely, individually or in the aggregate, to have a material
adverse effect upon the Company's consolidated financial
position, results of operations or cash flows. However, the
Company cannot predict with certainty that new information
or developments with respect to the Consent Order or its
other environmental contingency matters, individually or in
the aggregate, will not have a material adverse effect on
the Company's consolidated financial position, results of
operations or cash flows.
Recently Issued Accounting Standards
In February 1997, the Financial Accounting Standards
Board (FASB) issued Statement No. 128 (Statement 128) which
establishes standards for computing and presenting earnings
per share (EPS). Statement 128 replaces primary EPS and
fully diluted EPS with a dual presentation of basic EPS and
diluted EPS, respectively. Basic EPS is computed by
dividing income available to common shareholders by the
weighted-average number of common shares outstanding for the
periods. Diluted EPS reflects the potential dilution which
would result from any instrument which could result in
additional common shares being issued.
The Company must adopt Statement 128 for fiscal 1998.
Basic EPS as computed under Statement 128 will be the same
as EPS reported in the first and second fiscal quarter of
1997. Diluted EPS as computed under Statement 128 will
generally be lower than basic EPS; however, such difference
will not be material.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
For a discussion regarding the Consent Order entered
into by Koppel and the EPA and the Notice of Violation
received by Koppel from the EPA, see Management's Discussion
and Analysis of Financial Condition and Results of
Operations - Other Matters - Environmental Matters.
ITEM 4. Submission of Matters to a Vote of
Security-Holders
The Annual meeting of shareholders was held on February
13, 1997. In connection with the meeting, proxies were
solicited pursuant to the Securities Exchange Act. The
following are the voting results on proposals considered and
voted upon at the meeting, all of which were described in
the proxy statement.
1. All nominees for director were elected. The vote
was as follows:
For Against
Clifford R. Borland 12,701,643 36,693
Paul C. Borland, Jr. 12,704,993 33,343
Ronald R. Noel 12,704,993 33,343
John B. Lally 12,704,993 33,343
Patrick J. B. Donnelly 12,704,493 33,843
R. Glen Mayfield 12,701,743 36,593
2. The proposal to ratify the Board of Directors'
appointment of Arthur Andersen LLP as the Company's
independent public accountants for its fiscal year ending
September 27, 1997 was approved (For, 12,709,366; Against,
16,070; Abstain, 12,900)
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits - Reference is made to the Index to
Exhibits, which is incorporated herein by reference.
b) Reports on Form 8-K - None.
<PAGE>
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.
NS GROUP, INC.
Date: May 5, 1997 By: /s/Clifford R. Borland
Clifford R. Borland
Chairman and Chief Executive
Officer
Date: May 5, 1997 By: /s/John R. Parker
John R. Parker
Vice President and Treasurer
<PAGE>
INDEX TO EXHIBITS
Number Description
3.1 Amended and Restated Articles of Incorporation of
Registrant, filed as Exhibit 3.1 to Amendment No. 1 to
Registrants' Form S-1 dated January 17, 1995, File No.
33-56637, and incorporated herein by this reference
3.2 Amended and restated By-Laws of Registrant, dated
December 4, 1995, filed as Exhibit 3.2 to Company's Form
10-K for the fiscal year ended September 30, 1995, File No.
1-9838, and incorporated herein by this reference
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information
extracted from NS Group, Inc. and Subsidiaries Condensed
Consolidated Financial Statements as of and for the three
and six month periods ended March 29, 1997, included in the
Company's quarterly report on Form 10-Q and is qualified in
its entirety by reference to such condensed consolidated
financial statements.
</LEGEND>
<CIK> 0000745026
<NAME> NS GROUP, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-27-1997
<PERIOD-START> SEP-29-1996
<PERIOD-END> MAR-29-1997
<EXCHANGE-RATE> 1
<CASH> 1,744
<SECURITIES> 18,057
<RECEIVABLES> 51,423
<ALLOWANCES> 854
<INVENTORY> 64,221
<CURRENT-ASSETS> 160,552
<PP&E> 274,641
<DEPRECIATION> 146,762
<TOTAL-ASSETS> 301,920
<CURRENT-LIABILITIES> 70,974
<BONDS> 163,722
0
0
<COMMON> 51,829
<OTHER-SE> 7,318
<TOTAL-LIABILITY-AND-EQUITY> 301,920
<SALES> 216,277
<TOTAL-REVENUES> 216,277
<CGS> 188,197
<TOTAL-COSTS> 188,197
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,168
<INCOME-PRETAX> 3,294
<INCOME-TAX> 876
<INCOME-CONTINUING> 2,418
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,418
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
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