<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
----------------------------------
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
September 30, 2000
[ ] 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 1-13474
FLORSHEIM GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3520923
-------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 North LaSalle Street, Chicago, Illinois 60601-1014
------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 458-2500
---------------
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Number of shares outstanding of each of the issuer's classes of common stock as
of October 31, 2000:
8,483,651 Shares Common Stock, without par value
================================================================================
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheet:
January 1, 2000 and September 30, 2000
Condensed Consolidated Statement of Operations and Comprehensive Loss:
Three Months Ended October 2, 1999 and September 30, 2000
Nine Months Ended October 2, 1999 and September 30, 2000
Condensed Consolidated Statement of Cash Flows:
Nine Months Ended October 2, 1999 and September 30, 2000
Notes to Condensed Consolidated Financial Statements
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
2
<PAGE> 3
FLORSHEIM GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
January 1, September 30,
2000 2000
--------- -------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 5,675 $ 2,498
Accounts receivable, net 30,163 23,179
Inventories 70,964 59,448
Other current assets 11,082 10,205
--------- ---------
Total current assets 117,884 95,330
Property, plant and equipment, net 32,525 29,528
Deferred income taxes 16,623 21,357
Other assets 30,320 31,643
--------- ---------
Total assets $ 197,352 $ 177,858
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 23,767 $ 16,500
Accounts payable and accrued expenses 24,842 26,554
--------- ---------
Total current liabilities 48,609 43,054
Bank credit facility 65,000 71,927
Other long-term debt 18,412 18,412
Other long-term liabilities 20,683 20,327
--------- ---------
Total liabilities 152,704 153,720
Shareholders' equity:
Common stock 8,484 8,484
Paid in capital 50,644 50,644
Accumulated comprehensive loss-
Cumulative translation adjustment (2,760) (3,877)
Accumulated deficit (11,720) (31,113)
--------- ---------
Total shareholders' equity 44,648 24,138
--------- ---------
Total liabilities and shareholders' equity $ 197,352 $ 177,858
========= =========
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
FLORSHEIM GROUP INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except per share data)
Three Months Ended
-------------------------
October 2, September 30,
1999 2000
-------- -------------
Net sales $ 57,455 $ 49,986
Cost of sales 33,355 31,431
Non-recurring cost of sales 2,000 2,056
-------- --------
Gross profit 22,100 16,499
Selling, general and administrative expenses 26,048 26,669
Non-recurring expenses -- 3,020
-------- --------
Loss from operations (3,948) (13,190)
Other income, net (34) (22)
Interest expense, net 2,819 3,175
-------- --------
Loss before income taxes (6,733) (16,343)
Income tax benefit (1,111) (1,814)
-------- --------
Net loss before extraordinary item (5,622) (14,529)
Extraordinary item, net of taxes 750 --
-------- --------
Net loss (6,372) (14,529)
Other comprehensive loss -
Foreign currency translation adjustment 46 722
-------- --------
Comprehensive loss $ (6,418) $(15,251)
======== ========
Loss per share:
Basic $ (0.75) $ (1.71)
======== ========
Diluted $ (0.75) $ (1.71)
======== ========
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
FLORSHEIM GROUP INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except per share data)
Nine Months Ended
--------------------------
October 2, September 30,
1999 2000
--------- -------------
Net sales $ 183,524 $ 157,767
Cost of sales 99,554 90,786
Non-recurring cost of sales 2,000 2,056
--------- ---------
Gross profit 81,970 64,925
Selling, general and administrative expenses 79,321 74,566
Non-recurring expenses 1,100 5,919
--------- ---------
Earnings (loss) from operations 1,549 (15,560)
Other (income) expense, net 15 (1,029)
Interest expense, net 7,646 9,365
--------- ---------
Loss before income taxes (6,112) (23,896)
Income tax benefit (882) (4,503)
--------- ---------
Net loss before extraordinary item (5,230) (19,393)
Extraordinary item, net of tax 750 --
--------- ---------
Net loss (5,980) (19,393)
Other comprehensive loss-
Foreign currency translation adjustment 3 1,117
--------- ---------
Comprehensive loss $ (5,983) $ (20,510)
========= =========
Loss per share:
Basic $ (0.71) $ (2.29)
========= =========
Diluted $ (0.71) $ (2.29)
========= =========
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
FLORSHEIM GROUP INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------
October 2, September 30,
1999 2000
--------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (5,980) $(19,393)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain on disposal of assets (1,215) (367)
Depreciation and amortization 4,779 5,389
Deferred income taxes (1,643) (4,632)
Extraordinary item 750 --
Noncash interest expense 376 822
(Increase) decrease in receivables (1,311) 7,694
(Increase) decrease in inventories (3,029) 11,516
Increase in prepaid expenses and other assets (4,335) (2,419)
Decrease in accounts payable and
accrued expenses (2,618) (688)
Decrease in other long-term liabilities (1,673) (356)
-------- --------
Net cash used in operating activities (15,899) (2,434)
-------- --------
Cash flows from investing activities:
Proceeds from the disposal of assets 465 825
Additions to property, plant and equipment (6,036) (1,228)
-------- --------
Net cash used in investing activities (5,571) (403)
-------- --------
Cash flows from financing activities:
Net borrowing under (reduction of ) revolving credit facility 19,117 (2,891)
Net increase in other long-term debt -- 2,551
-------- --------
Net cash provided by (used in) financing activities 19,117 (340)
-------- --------
Net decrease in cash and cash equivalents (2,353) (3,177)
Cash and cash equivalents at beginning of period 6,931 5,675
-------- --------
Cash and cash equivalents at end of period $ 4,578 $ 2,498
======== ========
Supplemental disclosure:
Cash payments for income taxes, net $ 24 $ 838
Cash payments for interest $ 7,849 $ 9,138
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE> 7
FLORSHEIM GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
(Dollars in thousands)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Florsheim Group Inc. ("Florsheim" or the "Company") have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments, except as otherwise disclosed, consisting of
normal recurring adjustments, considered necessary for a fair
presentation have been included. Operating results for the three month
and nine month periods ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending
December 30, 2000.
The balance sheet at January 1, 2000 has been derived from the audited
consolidated financial statements at that date, but does not include all
of the information and notes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements
and notes thereto included in the Company's annual report on Form 10-K
for the fiscal year ended January 1, 2000.
(2) INVENTORIES
Inventories are summarized as follows:
January 1, September 30,
2000 2000
---------- -------------
Retail merchandise $ 34,329 $ 33,300
Finished products 32,682 26,097
Work in Process 3,953 51
--------- -----------
$ 70,964 $ 59,448
========= ===========
(3) LONG TERM DEBT
In November 2000, the Company amended its bank credit facility (the
"Amendment"). The Amendment provides for up to $15,000 of additional
availability under the credit facility (the "Additional Availability").
Borrowings under this Additional Availability are due upon the earlier of
the expiration of the bank credit facility in August 2002, or subject to
certain conditions, upon the realization of net cash proceeds from the
reversion of excess assets associated with the Company's defined benefit
plan as further discussed in Note 8, Subsequent Events. The Amendment
also provides for the waiver of the financial covenants
7
<PAGE> 8
FLORSHEIM GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
(Dollars in thousands)
related to the EBITDA to interest expense ratio, as well as ratios of
senior debt and total debt to EBITDA for the quarter ended September 30,
2000. The amendment reset the covenants for senior debt and total debt to
EBITDA and sets minimum EBITDA covenants commencing with the quarter
ending December 30, 2000.
The Company paid an amendment fee of $250, and agreed to pay an
additional $250 each April and November for as long as there are
borrowings outstanding or until the Additional Availability is reduced to
zero. In connection with the Amendment the Company also issued warrants,
expiring in November 2005, for the purchase of 425,000 shares of common
stock of the Company at $1.35 per share. Credit support for up to $7,500
of the Additional Availability will be provided by Florsheim's two
principal shareholders.
(4) NON-RECURRING EXPENSES
The Company recorded a $5,076 pretax charge in the quarter ended
September 30, 2000. The charge consisted of a $2,484 charge related to
the write down of barter credits, additional reserve provisions of $1,975
for accounts receivable and inventory related to the Company's exit from
its golf product line, and $617 related to the write-down of remaining
inventory related to the Company's Cape Girardeau plant which was closed
at the end of 1999. The Company recorded a $1,976 pretax charge in the
quarter ended July 1, 2000. The charge consisted of severance costs for
approximately 18 people at the Company's corporate headquarters and a
provision of $700 for customer deductions taken against prior periods
accounts receivable. In addition, the Company recorded a $923 pretax
charge in the quarter ended April 1, 2000. The charge included $627 for
costs associated with the downsizing of the Company's corporate
headquarters space, including the write-off of certain leasehold
improvements, lease termination costs and moving expenses. The charge
also included $296 for severance costs for approximately 20 people
located primarily at the Company's corporate headquarters.
8
<PAGE> 9
FLORSHEIM GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
(Dollars in thousands)
The following table summarizes the costs reflected in the Condensed
Consolidated Financial Statements as of and for the nine months ended
September 30, 2000:
<TABLE>
<CAPTION>
Accrual Amounts Accrual
Balance at Additional Charged Balance at
January 1, 2000 Provision to Accrual Sept. 30, 2000
--------------- ----------- ---------- --------------
<S> <C> <C> <C> <C>
Resignation/Strategic Study
Legal and professional fees $ 254 $ -- $ (87) $ 167
Employee related expenses 365 -- (287) 78
------- ------- ------- -------
619 -- (374) 245
------- ------- ------- -------
Cape Girardeau Closing
Inventory write-offs 610 773 (588) 795
Plant and equipment costs 437 (250) (119) 68
Employee related expenses 566 95 (652) 9
------- ------- ------- -------
1,613 618 (1,359) 872
------- ------- ------- -------
Golf Product Line
Inventory write-offs 300 1,438 (149) 1,589
Receivables allowance 365 540 (86) 819
------- ------- ------- -------
665 1,978 (235) 2,408
------- ------- ------- -------
Facility Downsizing/Other
Aged deduction charge -- 700 -- 700
Facilities charges 276 625 (865) 36
Employee related expenses 195 1,570 (780) 985
------- ------- ------- -------
471 2,895 (1,645) 1,721
------- ------- ------- -------
Barter Credit Write-offs -- 2,484 (2,484) --
------- ------- ------- -------
Total $ 3,368 $ 7,975 $(6,097) $ 5,246
======= ======= ======= =======
</TABLE>
9
<PAGE> 10
FLORSHEIM GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
(Dollars in thousands)
(5) LOSS PER SHARE
The Company presents basic and diluted loss per share. Basic loss per
share excludes dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding for the period. Diluted loss per share reflects the potential
dilution that could occur if securities or other contracts to issue
common stock were exercised. Basic and diluted loss per share do not
include securities in instances where they would be antidilutive.
The following table provides a reconciliation of the weighted average
shares outstanding used in calculating basic and diluted loss per share
(in 000's):
Three Months Ended Nine Months Ended
------------------ ---------------------
Oct. 2, Sept. 30, Oct. 2, Sept. 30,
1999 2000 1999 2000
------ --------- --------- ---------
Weighted average shares
outstanding - basic 8,454 8,484 8,454 8,484
Assumed exercise of stock options -- -- -- --
----- ----- ----- -----
Weighted average shares
outstanding - diluted 8,454 8,484 8,454 8,484
===== ===== ===== =====
10
<PAGE> 11
FLORSHEIM GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
(Dollars in thousands)
(6) BUSINESS SEGMENT INFORMATION
Operating segment information is as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------- -----------------------
Oct. 2, Sept. 30, Oct. 2, Sept. 30,
1999 2000 1999 2000
--------- --------- --------- ----------
<S> <C> <C> <C> <C>
Net Sales
U.S. Wholesale $ 22,809 $ 17,885 $ 74,679 $ 61,574
U.S. Retail 24,065 21,593 75,048 65,327
International 10,581 10,508 33,797 30,866
--------- --------- --------- ---------
$ 57,455 $ 49,986 $ 183,524 $ 157,767
========= ========= ========= =========
Earnings (Loss) from Operations
U.S. Wholesale $ (3,008) $ (11,197) $ 2,900 $ (11,085)
U. S. Retail (2,301) (2,696) (4,092) (7,608)
International 1,361 703 2,741 3,133
--------- --------- --------- ---------
$ (3,948) $ (13,190) $ 1,549 $ (15,560)
========= ========= ========= =========
</TABLE>
January 1, September 30,
2000 2000
-------- -----------
Total Assets
U.S. Wholesale $105,956 $101,792
U. S. Retail 69,112 57,522
International 22,284 18,544
-------- --------
$197,352 $177,858
======== ========
U.S. Wholesale includes certain corporate expenses and assets which are not
charged to other reportable segments. Non-recurring costs of $5,076 and $7,975
for the three and nine month periods of 2000, respectively, as discussed in Note
4, are included in the loss from operations for U.S. Wholesale. Comparatively,
non-recurring costs of $2,000 and $3,100, for the three and nine month periods
of 1999, respectively, are included in 1999 results for U.S. Wholesale.
11
<PAGE> 12
FLORSHEIM GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
(Dollars in thousands)
(7) INCOME TAXES
In the third quarter of 2000, valuation allowances of $4,053 were
provided for foreign tax credits, expiring in years 2000 through 2004,
which the Company believes will more likely than not expire without
having been utilized. The provision is included in "Income tax benefit"
in the Condensed Consolidated Statement of Operations and Comprehensive
Loss.
(8) SUBSEQUENT EVENT
In October 2000, the Company's Board of Directors authorized the
termination and curtailment of benefits under the Company's pension plan,
and the reversion of excess assets, subject to approval of the Internal
Revenue Service and the Pension Benefit Guaranty Corporation. Based on
September 30, 2000 valuations, management believes the curtailment of
benefits under the plan will result in an estimated pre-tax gain of
approximately $12 to $15 million in the fourth quarter of 2000. The
Company also estimates a reversion of excess assets to the Company after
final termination of the plan of approximately $21 to $25 million in cash
during 2001. Approximately $8 to $10 million of the excess plan assets
are expected to be utilized to establish a new qualified plan, and the
remainder will be used to reduce bank debt.
12
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED OCTOBER 2,
1999
Net sales for the three months ended September 30, 2000 were $50.0 million, down
$7.5 million, or 13.0%, as compared to the three months ended October 2, 1999.
U.S. Wholesale sales were $17.9 million in 2000 compared to $22.8 million in
1999, a 21.6% decrease, with all channels of distribution showing declines.
Orders were down approximately $7.4 million or 23% in the third quarter of 2000
compared to the 1999 period, reflecting the continued weakness in the footwear
retail market. U.S. Wholesale's dealer sales were $2.7 million less than the
same period last year due to decreased demand. Net sales were also reduced by
$1.2 million for provisions relating to unpaid customer charge-backs for pricing
discrepancies, shortage claims and sales returns. U.S. Retail net sales
decreased $2.5 million, or 10.3% to $21.6 million, primarily as a result of
store closings in the second half of 1999, but also due to weakness in the
retail market for footwear. U.S. Specialty Stores same store sales decreased
2.7% versus the comparable 1999 period. International sales were unchanged with
a $1.3 million decrease in Australian sales, due mainly to currency devaluation,
being offset by increased sales in Canada, Europe and the Pacific regions.
Gross profit for the third quarter 2000 was $16.5 million or 33.0% of net sales,
as compared to $22.1 million or 38.5% of net sales for the third quarter 1999.
Third quarter cost of sales includes non-recurring charges of $2.1 million
related to the write down of the Golf product line inventory to fair market
value and the additional provisions related to the write down of raw materials
inventory remaining from the Company's Cape Girardeau, Missouri manufacturing
facility. Gross profit margin was negatively impacted by the lower sales volume
in both the Wholesale and Retail business units and the sale of excess inventory
at lower margins. Gross Profit for the third quarter 2000, excluding
non-recurring cost of sales, was $18.6 million or 37.1 % of net sales, as
compared to 41.9% of net sales for the third quarter 1999.
Selling, general and administrative expenses for the third quarter 2000 were
$26.7 million, an increase of $0.6 million from the third quarter 1999. Selling,
general and administrative expenses for the third quarter 2000 were 53.4% of net
sales, an increase from 45.3% of net sales for the third quarter of 1999.
Decreased sales levels had a negative impact on selling, general, and
administrative expenses as a percentage of net sales. The increase in expense
was primarily the result of adjustments made to the allowance for doubtful
accounts as well as provisions related to unpaid customer charge backs for
markdown allowances, promotional allowances, and cooperative advertising
allowances. These more than offset the cost reduction programs put into effect
in the fourth quarter of 1999 affecting marketing, personnel and occupancy
costs. Non-recurring SG&A expenses of $3.0 million were recorded in the third
quarter of 2000. These charges related to additional provisions for the bad debt
reserve related to the Golf product line, and the write-off of barter credits
which will expire prior to their utilization.
13
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Interest expense for the third quarter 2000 was $3.2 million as compared to the
third quarter 1999 amount of $2.8 million. This increase is due to increased
borrowings during the third quarter 2000 as compared to the third quarter 1999
and an increase in the weighted average interest rate under the Company's new
credit facility.
Income tax benefit for the third quarter of 2000 was $1.8 million compared to
income tax benefit of $1.1 million in the 1999 period. The effective tax rate
for 2000 was 11.1% compared to 16.5% in 1999. The 1999 period includes the
write-off of $1.3 million of foreign tax credits, which expire in fiscal 2000.
The 2000 period includes the write-off of $4.1 million of foreign tax credits
which will expire in the years 2001 through 2004. The Company does not
anticipate the credits will be fully utilized prior to their expiration.
The 1999 period included an extraordinary charge of $0.75 million net-of-tax in
the third quarter of 1999 for the write-off of deferred financing fees.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED OCTOBER 2,
1999
Net sales for the nine months ended September 30, 2000 were $157.8 million, down
$25.8 million, or 14.0%, as compared to the nine months ended October 2, 1999.
U.S. Wholesale net sales decreased $13.1 million, or 17.5%. The second and third
quarters of 2000 combined for an $11.1 million reduction in U.S. Wholesale net
sales and can be attributed to the weakness in orders and the continued weakness
in the retail footwear market. Also contributing to this decrease was the $3.2
million reduction in net sales relating to the closing of the Golf product line
as compared to nine months ended October 2, 1999. Results for the first quarter
were negatively impacted by the inventory problems related to the implementation
of the Company's new wholesale computer software system in 1999. The system
problems resulted in reduced shipments to wholesale customers as well as the
Company's U.S. Retail business during the first two months of 2000, as the
Company was unable to satisfy customer orders. Third quarter net sales, were
reduced by $1.2 million for the provisions relating to unpaid customer
charge-backs. U.S. Retail net sales decreased $9.7 million, or 13.0%, as a
result of store closings and the inventory problems at U.S. Wholesale. Continued
weakness in the retail footwear market also affected sales in the first nine
months of 2000, with U.S. Specialty stores reporting a decline in same store
sales of 1.9%. International net sales were $30.9 million, down $2.9 million
from the 1999 period. All units in International reported lower sales, with the
largest decline in Australia, which was affected by currency devaluation.
Gross profit for the nine months ended September 30, 2000 was $64.9 million or
41.2% of net sales, as compared to $82.0 million or 44.7% of net sales for the
third quarter of 1999. The decline was primarily due to the reduced sales volume
in all channels of distribution. In addition to the reduced volume, margin rates
were lower in U.S. Wholesale, due to the closing of the Golf product line and
U.S. Retail, where promotions and sale of excess inventory reduced the margin
rate. The $2.1 million non-recurring cost of sales charge in the third quarter
of 2000 for the write down of the
14
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Golf product line inventory to fair market value and additional provisions
related to the write down of raw materials inventory remaining from the
closing of the Cape Girardeau, Missouri manufacturing facility both had a
negative effect on the gross profit for nine months ended September 30, 2000.
Excluding the effects of the non-recurring charges, gross profit margin was
42.5% in 2000 compared to 45.8% in the 1999 period.
Selling, general and administrative expenses for the nine months ended September
30, 2000 were $74.6 million, a decrease of $4.8 million, or 6.0%, compared to
the 1999 period. Selling, general and administrative expenses for 2000 were
47.3% of net sales, an increase from 43.2% of net sales for 1999. The decrease
in expense was the result of the lower sales volume and cost reduction programs
initiated in the fourth quarter of 1999 affecting marketing, personnel and
occupancy costs. Partially offsetting these reductions were increases associated
with the information technology function and the $2.2 million of adjustments
made in the third quarter to increase both the allowance for doubtful accounts
and customer charge backs. Non-recurring SG&A expenses of $5.9 million were
recorded in the nine months ended September 30, 2000. The charge included $1.6
million related to severance, $0.6 million related to the downsizing of the
Company's corporate headquarters space, $0.7 million as provision for customer
deductions taken against prior periods accounts receivable, $0.5 million
increase in bad debt reserve due mainly to the closing of the golf business and
a $2.5 million charge to write-off barter credits. The 1999 period included $1.1
million of non-recurring expenses associated with the resignation of the
Company's former Chief Executive Officer and costs related to the evaluation of
strategic alternatives by the Company's financial advisor.
Interest expense for the nine months ended September 30, 2000 was $9.4 million,
as compared to $7.6 million in 1999. This increase is due to increased
borrowings and an increase in the weighted average interest rate under the
Company's current credit facility.
Other income for the nine months ended September 30, 2000 includes $0.6 million
related to the gain from the sale of the Company's Cape Girardeau, Missouri,
manufacturing facility, which was closed in December 1999. The sale of the
facility was completed in January 2000. In addition, the Company recorded income
of $0.5 million, in the second quarter of 2000, related to a refund of real
estate taxes for the period 1991 to 1993.
Income tax benefit for the nine months ended September 30, 2000 was $4.5 million
compared to a benefit of $0.9 million in 1999. The effective tax rate for 2000
was 18.8% compared to 14.4% in 1999. Both the 2000 and 1999 periods reflect the
effects of the write off of $4.1 million and $1.3 million, respectively, of
foreign tax credits which were not expected to be utilized prior to their
expiration.
15
<PAGE> 16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash needs are primarily for working capital to support its
operations and cash for interest payments on borrowing under debt facilities.
The Company's ability to fund its activities is directly dependent on sales, its
ability to effectively manage its inventory and working capital needs and its
ability to obtain sufficient external financing. In the three months ended
September 30, 2000 the Company continued to reduce its overall corporate
administrative expenses.
Working capital at September 30, 2000 was $52.3 million, as compared to $69.3
million at January 1, 2000. Net cash used in operations for the nine months
ended September 30, 2000 was $2.4 million, as compared to $15.9 million of cash
used in operations during the nine months ended October 2, 1999. The decrease in
working capital is the result of efforts to reduce levels of inventory and
accounts receivable, which was offset by the net loss during the nine months
ended September 30, 2000.
Net cash used in investing activities during the nine months ended September 30,
2000 was $0.4 million, as compared to $5.6 million of cash used during the nine
months ended October 2, 1999. Spending related to the Company's information
technology initiatives was reduced from the prior year as the significant phases
of the SAP implementation have been completed as well as reduced capital
spending at the U.S. Retail.
Net cash used in financing activities was $0.3 million for nine months ended
September 30, 2000 as compared to cash provided of $19.1 million for nine months
ended October 2, 2000. The $0.3 million use consisted of a $2.9 million
reduction of net borrowing under the revolving credit facility which was offset
by $2.6 million of additional borrowing by the Company's Australian subsidiary.
In November 2000, the Company amended its bank credit facility (the
"Amendment"). The Amendment provides for up to $15.0 million of additional
availability under the credit facility (the "Additional Availability").
Borrowings under this Additional Availability are due upon the earlier of the
expiration of the bank credit facility in August 2002, or subject to certain
conditions, upon the realization of net cash proceeds from the reversion of
excess assets associated with the Company's defined benefit plan (See
"Subsequent Event" following). The Amendment also provides for the waiver of the
financial covenants related to the EBITDA to interest expense ratio, as well as
ratios of senior debt and total debt to EBITDA for the quarter ended September
30, 2000. The Amendment reset the covenants for senior debt and total debt to
EBITDA and sets minimum EBITDA covenants commencing with the quarter ending
December 30, 2000.
16
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company paid an amendment fee of $0.25 million and agreed to pay an
additional $0.25 million each April and November for as long as there are
borrowings outstanding or until the Additional Availability is reduced to zero.
In connection with the Amendment the Company also issued warrants, expiring in
November 2005, for the purchase of 425,000 shares of common stock of the Company
at $1.35 per share. Credit support for up to $7.5 million of the Additional
Availability will be provided by Florsheim's two principal shareholders.
SUBSEQUENT EVENTS
In October 2000, the Company's Board of Directors authorized the termination and
curtailment of benefits under the Company's pension plan, and the reversion of
excess assets, subject to approval of the Internal Revenue Service and Pension
Benefit Guaranty Corporation. Based on September 30, 2000 valuations, management
believes the curtailment of benefits under the plan will result in an estimated
pre-tax gain of approximately $12.0 to $15.0 million in the fourth quarter of
2000. The Company also estimates a reversion of excess assets to the Company
after final termination of the plan of approximately $21.0 to $25.0 million in
cash during 2001. Approximately $8.0 to $10.0 million of the excess plan assets
are expected to be utilized to establish a new qualified plan and the remainder
will be used to reduce bank debt.
NASDAQ has notified the Company that its share price has failed to maintain the
requirement for minimum market value of public float of $5.0 million. Failure to
remedy this deficiency prior to December 14, 2000 will result in delisting of
the Company's shares from the NASDAQ Small Cap Market and intends to apply for
such listing prior to December 14, 2000 if the deficiency is not cured.
RECENT ACCOUNT POLICIES
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS No. 133") requires companies to
recognize all derivative instruments as assets and liabilities in the balance
sheet and to measure those instruments at fair value. SFAS No. 133 initially
required adoption by January 1, 2000. However, Statement of Financial Standards
No. 137 "Accounting for Derivative Financial Instruments and Hedging Activities
- Deferral of Effective Date of SFAS No. 133 " issued in June 1999 and Statement
of Financial Accounting Standards No. 138 "Accounting for Certain Derivative
Instruments and Hedging Activities - an amendment to SFAS No. 133" issued in
June 2000 requires adoption in fiscal years beginning after June 15, 2000. The
Company generally does not enter into freestanding derivatives or otherwise
engage in hedging activities. The Company is in the process of reviewing its
various agreements to determine the existence of embedded derivatives. The
Company anticipates that the new standards will have no material impact on the
results of operations and financial condition.
17
<PAGE> 18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
When used in this discussion, the words "believes" and "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, over which the Company has no
control, which could cause actual results to differ materially from those
projected. Readers are cautioned not to place reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes no
obligations to republish revised forward-looking statements to reflect events or
circumstances after the date thereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by the Company in this report, as well as the
Company's periodic reports with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
There have been no material changes in the Company's market risk during the nine
month period ended September 30, 2000. For additional information, refer to Item
7A in the Company's Annual Report on form 10-K for the year ended January 1,
2000.
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PART II OTHER INFORMATION
Item 4. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report:
Exhibit
Number Description
------- -----------
4.1 Third Amendment, dated as of November 15, 2000 to the
Credit Agreement dated August 23, 1999 among the Company
and BT Commercial Corporation, as Agent, and Lender's
party thereto.
4.2 Warrant Purchase Agreement, dated as of November 15, 2000
among the Company and Dime Commercial Corp.
4.3 Warrant Purchase Agreement, dated as of November 15, 2000
among the Company and LaSalle Bank National Association.
4.4 Warrant Purchase Agreement, dated as of November 15, 2000
among the Company and BT Commercial Corporation.
4.5 Letter Agreement, dated as of November 15, 2000 among the
Company, Apollo Investment Fund LP and Artemis America
Partnership.
10.1 Employment Agreement, dated as of June 24, 2000 by and
between the Company and Thomas Polke.
27 Financial Data Schedule
(b) Form 8-K was not required to be filed during the quarter ended
September 30, 2000.
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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 thereunto duly authorized.
FLORSHEIM GROUP INC.
(Registrant)
By /s/ F. Terrence Blanchard
----------------------------
F. Terrence Blanchard
Vice-President and
Controller
Date: November 17, 2000
