-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VrszTkvBuyxBVNR36FK5z0/uFSV3KmSISCHI6szCizZJu0Mr97hB8DuGGEtoVTCb X4PZesm78q7K72FbkD41ew== 0000014707-96-000026.txt : 19961212 0000014707-96-000026.hdr.sgml : 19961212 ACCESSION NUMBER: 0000014707-96-000026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961102 FILED AS OF DATE: 19961211 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN GROUP INC CENTRAL INDEX KEY: 0000014707 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 430197190 STATE OF INCORPORATION: NY FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-02191 FILM NUMBER: 96679173 BUSINESS ADDRESS: STREET 1: 8400 MARYLAND AVE STREET 2: P O BOX 29 CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544000 MAIL ADDRESS: STREET 1: P O BOX 29 CITY: ST LOUIS STATE: MO ZIP: 63166 FORMER COMPANY: FORMER CONFORMED NAME: BROWN SHOE CO INC DATE OF NAME CHANGE: 19720327 10-Q 1 UNITED STATES 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 November 2, 1996 [ ] 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 1-2191 ____________ BROWN GROUP, INC. (Exact name of registrant as specified in its charter) New York 43-0197190 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 8300 Maryland Avenue St. Louis, Missouri 63105 (Address of principal executive offices) (Zip Code) (314) 854-4000 (Registrant's telephone number, including area code) 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 [ ] As of November 30, 1996, 17,962,552 shares of the registrant's common stock were outstanding. BROWN GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands)
(Unaudited) ------------------------- November 2, October 28, February 3, 1996 1995 1996 ---------- ----------- ----------- ASSETS - ------ Current Assets Cash and Cash Equivalents $ 28,091 $ 28,662 $ 35,058 Receivables, net of allowances of $11,049 at November 2, 1996, $10,880 at October 28, 1995, and $11,267 at February 3, 1996 87,425 94,420 86,417 Inventories, net of adjustment to last-in, first-out cost of $19,646 at November 2, 1996, $29,682 at October 28, 1995, and $27,672 at February 3, 1996 408,813 356,340 342,282 Other Current Assets 39,378 47,907 41,581 --------- --------- --------- Total Current Assets 563,707 527,329 505,338 Property and Equipment 206,458 213,895 191,457 Less allowances for depreciation and amortization (121,676) (119,111) (103,737) --------- --------- --------- 84,782 94,784 87,720 Other Assets 71,653 64,447 67,998 --------- --------- --------- $ 720,142 $ 686,560 $ 661,056 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes Payable $ 42,000 $ 106,500 $ 112,000 Accounts Payable 130,247 106,966 106,113 Accrued Expenses 75,596 89,802 71,491 Income Taxes 5,410 12,890 4,335 Current Maturities of Long-Term Debt 2,000 2,756 2,000 --------- --------- --------- Total Current Liabilities 255,253 318,914 295,939 Long-Term Debt and Capitalized Lease Obligations 199,023 107,469 105,470 Other Liabilities 25,446 29,873 28,011 Shareholders' Equity Common Stock 67,359 67,251 67,242 Additional Capital 46,340 46,224 46,015 Cumulative Translation Adjustment (3,600) (4,367) (4,913) Unamortized Value of Restricted Stock (6,274) (8,027) (7,822) Retained Earnings 136,595 129,223 131,114 --------- --------- --------- 240,420 230,304 231,636 --------- --------- --------- $ 720,142 $ 686,560 $ 661,056 ========= ========= =========
See Notes to Condensed Consolidated Financial Statements. BROWN GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (Thousands, except per share)
Three Months Ended Nine Months Ended ------------------------ -------------------------- November 2, October 28, November 2, October 28, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- Net Sales $420,347 $406,921 $1,166,115 $1,107,224 Cost of Goods Sold 264,160 262,912 729,530 726,511 -------- -------- ---------- ---------- Gross Profit 156,187 144,009 436,585 380,713 -------- -------- ---------- ---------- Selling and Administrative Expenses 134,061 125,004 395,531 370,345 Interest Expense 4,445 3,858 13,700 11,738 Other (Income) Expense (672) (2,364) (812) 1,058 -------- -------- ---------- ---------- Earnings (Loss) Before Income Taxes 18,353 17,511 28,166 (2,428) Income Taxes 5,448 7,796 9,220 649 -------- -------- ---------- ---------- NET EARNINGS (LOSS) $ 12,905 $ 9,715 $ 18,946 $ (3,077) ======== ======== ========== ========== NET EARNINGS (LOSS) PER COMMON SHARE $ .73 $ .55 $ 1.07 $ (.17) ======== ======== ========== ========== Weighted Average Number of Outstanding Shares of Common Stock 17,702 17,584 17,651 17,590 DIVIDENDS PER COMMON SHARE $ .25 $ .25 $ .75 $ 1.05 ======== ======== ========== ==========
See Notes to Condensed Consolidated Financial Statements. BROWN GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Thousands)
Nine Months Ended ---------------------------- November 2, October 28, 1996 1995 ----------- ----------- Net Cash Provided (Used) by Operating Activities $ (1,758) $ 10,110 Investing Activities: Capital expenditures (13,810) (24,312) Other 1,100 2,822 --------- --------- Net Cash (Used) by Investing Activities (12,710) (21,490) Financing Activities: Increase (decrease) in short-term notes payable (70,000) 40,415 Repurchase of long-term debt (6,450) (56) Proceeds from issuance of long-term debt 100,000 - Dividends paid (13,465) (18,842) Payments for purchase of treasury stock - (824) Proceeds from issuance of common stock - 427 Debt issuance expense (2,584) - --------- --------- Net Cash Provided by Financing Activities 7,501 21,120 --------- --------- Increase (Decrease) in Cash and Cash Equivalents (6,967) 9,740 Cash and Cash Equivalents at Beginning of Period 35,058 18,922 --------- --------- Cash and Cash Equivalents at End of Period $ 28,091 $ 28,662 ========= =========
See Notes to Condensed Consolidated Financial Statements. BROWN GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note A - Basis of Presentation ------------------------------ The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and reflect all adjustments which management believes necessary (which include only normal recurring accruals and the effect on LIFO inventory valuation of estimated annual inflationary cost factors and year-end inventory levels) to present fairly the results of operations. These statements, however, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations and cash flow in conformity with generally accepted accounting principles. The Corporation's business is subject to seasonal influences, and interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole. For further information refer to the consolidated financial statements and footnotes included in the Corporation's Annual Report and Form 10-K for the period ended February 3, 1996. Note B - Earnings Per Share --------------------------- Net earnings per share of Common Stock is computed by dividing net earnings by the weighted average number of shares outstanding. The dilutive effect of stock options is not significant and is therefore excluded from the calculation. Note C - Inventories -------------------- The components of inventory are as follows ($000): November 2, October 28, February 3, 1996 1995 1996 ---------- ----------- ----------- Finished Goods $397,622 $332,696 $329,184 Work in Process 4,331 3,382 1,843 Raw Materials and Supplies 6,860 20,262 11,255 -------- -------- -------- $408,813 $356,340 $342,282 ======== ======== ======== During fiscal 1995 and 1996, the remaining domestically manufactured footwear inventory at Brown Shoe Company was sold, resulting in a liquidation of LIFO inventory layers. The effect of this liquidation was to increase pretax income in the third quarter 1995 by $4.9 million, year to date 1996 by $4.0 million and through the third quarter 1995 by $8.6 million. Note D - Long-Term and Short-Term Financing Arrangements -------------------------------------------------------- In October 1996, the Company issued $100 million of 9-1/2% Senior Notes due 2006 in a private placement. The Senior Notes will be redeemable at the option of the Company, in whole or in part, at any time on or after October 15, 2001. Subsequent to issuance of the Senior Notes, the Company completed an Exchange Offer to exchange the Senior Notes for substantially identical Notes which have been registered under the Securities Act of 1933, as amended, and which are expected to be listed for trading on the New York Stock Exchange. The Senior Notes are senior unsecured obligations of the Company. The Senior Notes contain covenants which, among other provisions, require the maintenance of certain financial ratios related to fixed charge coverage, establish limitations on indebtedness, certain types of payments, liens and investments, and limit use of proceeds of asset sales. As a result of the issuance of its Senior Notes, the Company elected to reduce the lenders' commitment under its revolving Bank Credit Agreement to $150 million from $200 million, effective October 1996. The Company also repurchased $5 million of its outstanding long-term debt in October 1996, which had carried an interest rate of 7-1/8% per annum. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -------------------------------------------------------------------- Quarter ended November 2, 1996 compared to the Quarter ended October 28, 1995 ----------------------------------------------------------------------------- Consolidated net sales for the third quarter ended November 2, 1996, were $420.3 million, an increase of 3.3% from last year's third quarter sales of $406.9 million. Net earnings of $12.9 million for the third quarter of 1996 compare to net earnings of $9.7 million for the third quarter of 1995. The 1995 results include an aftertax credit of $3.2 million from the liquidation of LIFO inventories associated with closing the Company's remaining domestic manufacturing facilities. The substantial improvement in earnings in the third quarter of 1996, excluding the credit for liquidation of LIFO inventories in the third quarter of 1995, reflects higher operating earnings at each of the Company's operating divisions except Naturalizer Retail. Famous Footwear's operating earnings for the third quarter of $14.3 million represented a 46.1% increase over operating earnings of $9.8 million for the third quarter of 1995, primarily reflecting higher same-store sales, higher margin rates and better leveraging of the expense base as the more than 350 stores opened since the beginning of 1994 mature. Operating earnings at the Pagoda and Brown Shoe wholesaling businesses were $8.8 million for the third quarter, compared to $9.4 million in the third quarter of fiscal 1995, which includes a pretax credit of $4.9 million related to liquidation of LIFO inventories at closed domestic factories. Excluding the LIFO credit, these improved results reflect higher margins from more efficient sourcing of products offshore. Sales from the footwear retailing operations increased 7.7% to $266.8 million from $247.7 million in the third quarter of 1995. Famous Footwear's total sales increased 8.9% to $223.3 million, reflecting a same-store sales increase of 2.9%. Famous Footwear operated 783 stores as of November 2, 1996, compared to 778 stores at October 28, 1995. The Naturalizer stores' total sales increased 0.6% to $31.2 million in the quarter as compared to $31.1 million in the prior year period, including an increase of 2.2% on a same-store basis. Naturalizer operated 352 stores at November 2, 1996, compared to 363 stores at October 28, 1995. The Naturalizer sales include sales at 40 outlet mall stores transferred from Famous Footwear at the beginning of fiscal 1996. Both Famous Footwear and the Naturalizer Retail division's sales and store counts for fiscal 1995 have been restated to reflect the transfer of these stores. Sales for the Canadian retailing operation, which includes 98 Naturalizer stores, 16 F.X. LaSalle stores and 3 Famous Footwear stores, increased 6.7% in the third quarter of 1996 compared to the same period last year with same-store sales increasing 4.7%. Sales from footwear wholesaling businesses decreased 3.6% in the quarter to $153.6 million from $159.3 million for the same period last year. Sales at Brown Shoe Company of $47.8 million for the quarter declined 5.2% from $50.5 million in the previous year; Pagoda's third quarter sales were $100.3 million, or 1.3% below 1995 third quarter sales of $101.6 million. These results reflect higher overall sales of Brown Shoe Company's leading brands, led by an outstanding performance by Life Stride, offset by lower sales of private label products, and lower sales of women's products at Pagoda. Gross profit as a percent of sales increased to 37.2% from 35.4% for the same period last year. This improvement reflects the shift of all remaining production of Brown Shoe Company's products to offshore factories, higher margins at Pagoda due to increased sales of higher margin branded and licensed products, and higher margins at Famous Footwear. Selling and administrative expenses as a percent of sales increased to 31.9% from 30.7% for the same period last year, primarily as a result of higher expenses at Pagoda's international operations, including additional costs of marketing the le coq sportif brand. Other Income was $.7 million in the third quarter of 1996 compared to $2.4 million in the 1995 third quarter. Results from 1995 included a $2.0 million reduction in the environmental liability related to the Company's closed tannery site. The consolidated tax rate was 29.7% of consolidated pretax income for the third quarter of 1996 compared to 44.5% in last year's third quarter. The 1996 rate reflects the reversal of a portion of tax valuation reserves provided in 1995, which the Company no longer deems necessary due to the Corporation's improved earnings in 1996. Nine Months ended November 2, 1996 compared to the Nine Months ended October 28, 1995 --------------------------------------------------------------------- Consolidated net sales for the first nine months of fiscal 1996 were $1,166.1 million, an increase of 5.3% from sales for the first nine months of fiscal 1995 of $1,107.2 million. Net earnings of $18.9 million for the first nine months of fiscal 1996 compare to a loss of $3.1 million for the first nine months of fiscal 1995. The 1995 results include the aftertax charge of $9.6 million for plant closures, which was partially offset by an aftertax credit of $5.6 million from liquidation of LIFO inventories. The year-to-date earnings improvement, excluding the factory closing charge in 1995, reflects higher operating earnings at each of the Company's operating divisions except Naturalizer Retail. Famous Footwear's 1996 year-to-date operating earnings improved 49.5% to $26.4 million from $17.7 million for the first nine months of fiscal 1995, primarily reflecting higher sales, higher margin rates and better leveraging of the expense base. Brown Shoe Company's and Pagoda's operating earnings improved by approximately $27 million over the first nine months of fiscal 1995 (approximately $17 million excluding the net charges and credits in 1995 and 1996 related to the closure of domestic manufacturing facilities) primarily due to higher margins from more efficient sourcing of Brown Shoe Company's branded products offshore and Pagoda's increased sales of licensed products. Sales from the footwear retailing operations increased 9.0% to $743.0 million for the first nine months of fiscal 1996. Famous Footwear's total sales for the first nine months of fiscal 1996 increased 10.2% to $607.5 million, reflecting a 1.1% increase in same-store sales and five more units in operation at November 2, 1996 than at the end of the third quarter of 1995. Naturalizer stores' total sales increased 1.1% to $99.6 million in the first nine months of fiscal 1996 and 2.1% on a same-store basis compared to prior year, with 11 fewer stores in operation at November 2, 1996. Sales from the Canadian retailing operation during the first nine months of fiscal 1996 increased 11.7% to $35.9 million, with a same-store sales increase of 7.3% and three more units as of November 2, 1996 than at October 28, 1995. Sales from footwear wholesaling businesses for the first nine months of fiscal 1996 decreased 0.6% to $423.1 million from $425.5 million for the same period last year. The decrease was due to lower sales of Naturalizer and private label product at Brown Shoe Company and lower sales of women's product at Pagoda. The sales from the Canadian wholesale division, which consists of the Company's Canadian marketing and manufacturing operations, during the first nine months of fiscal 1996 increased 3.6% to $19.9 million from $19.2 million for the first nine months of fiscal 1995, in part due to higher sales of children's licensed footwear. Gross profit as a percent of sales increased to 37.4% for the nine month period ended November 2, 1996 from 34.4% for the nine month period ended October 28, 1995. This improvement primarily reflects more efficient sourcing resulting from the shift to foreign sourcing following the closure of the Company's remaining domestic manufacturing facilities, as well as the pretax LIFO credits of $4.0 million in the first nine months of 1996 and $8.6 million in the first nine months of 1995, from the liquidation of footwear manufactured in closed domestic facilities. Selling and administrative expenses as a percent of sales increased to 33.9% for the first nine months of fiscal 1996 from 33.4% for the first nine months of fiscal 1995, primarily reflecting higher expenses at Pagoda's international operations. Other Income was $.8 million in the first nine months of fiscal 1996 compared to Other Expense of $1.1 million in the first nine months of fiscal 1995, which included plant closing charges of $4.3 million partially offset by royalty income and a $2.0 million credit related to the Company's environmental liability. The consolidated tax rate was 32.7% of consolidated net income for the nine months ended November 2, 1996. For the first nine months of fiscal 1995, the Company had a net tax expense of $649,000 on a pretax net loss of $2.4 million, as a result of providing a tax valuation allowance. Financial Condition ------------------- A summary of key financial data and ratios at the dates indicated is as follows: November 2, October 28, February 3, 1996 1995 1996 ----------- ----------- ----------- Working Capital (millions) $308.5 $208.4 $209.4 Current Ratio 2.2 1.7 1.7 Total Debt as a Percentage of Total Capitalization 50.3% 48.5% 48.7% Long-Term Debt as a Percentage of Total Capitalization 45.5% 32.4% 31.7% Cash flow used by operating activities for the first nine months of fiscal 1996 was $1.8 million compared to $10.1 million provided by operating activities for the same period last year. The decrease in cash provided by operations resulted from higher inventory and other working capital requirements partially offset by higher net earnings. Cash used by investing activities was lower in the first nine months of fiscal 1996 than the same period of 1995 reflecting lower capital expenditures primarily at Famous Footwear due to opening fewer stores in 1996 than in 1995. During the third quarter 1996, the Company issued $100 million of 9-1/2% Senior Notes due 2006. As a result of this financing, the Company elected to reduce the lenders' commitment under its revolving Bank Credit Agreement to $150 million from $200 million in October 1996. The Company also repurchased $5 million of its long-term debt in October 1996. The increase in the ratio of total debt as a percentage of total capitalization at November 2, 1996, compared to the end of fiscal 1995, is due primarily to the Corporation's additional borrowings to finance higher inventories. At November 2, 1996, $42 million was borrowed under the Corporation's $150 million Bank Credit Agreement. The increase in the ratio of long-term debt as a percentage of total capitalization at November 2, 1996, compared to the end of fiscal 1995, is due to the issuance of $100 million of Senior Notes in October 1996, the net proceeds of which were used to reduce the amount outstanding under the Company's Bank Credit Agreement. PART II - OTHER INFORMATION Item 1 - Legal Proceedings --------------------------- There have been no material developments during the quarter ended November 2, 1996, in the legal proceedings described in the Corporation's Form 10-K for the period ended February 3, 1996. Item 6 - Exhibits and Reports on Form 8-K ----------------------------------------- (a) Listing of Exhibits (3) (i) (a) Certificate of Incorporation of the Corporation as amended through February 16, 1984, incorporated herein by reference to Exhibit 3 to the Corporation's Report on Form 10-K for the fiscal year ended November 1, 1986. (i) (b) Amendment of Certificate of Incorporation of the Corporation filed February 20, 1987, incorporated herein by reference to Exhibit 3 to the Corporation's Report on Form 10-K for the fiscal year ended January 30, 1988. (i) (c) Certificate of Amendment of the Certificate of Incorporation of the Corporation, filed June 2, 1988, filed herewith (page 13) (ii) Bylaws of the Corporation as amended through May 23, 1996, incorporated herein by reference to Exhibit 3(ii) to the Corporation's Report on Form 10-Q for the quarter ended May 4, 1996. (11) Computation of Earnings Per Share (page 15) (27) Financial Data Schedule (page 16) (b) Reports on Form 8-K: The Corporation filed a current report on Form 8-K dated September 27, 1996, in response to Item 5, which announced its results for the four weeks ended August 31, 1996 and August 26, 1995, and for the seven months ended August 31, 1996 and August 26, 1995. The Corporation filed a current report on Form 8-K dated October 2, 1996, in response to Item 5, announcing its intention to sell $100 million in 9-1/2% senior notes. The Corporation filed a current report on Form 8-K dated October 21, 1996, in response to Item 2, announcing the completion of the sale of $100 million of its 9-1/2% Senior Notes due 2006. The Corporation filed a current report on Form 8-K dated November 19, 1996, in response to Item 5, which announced its results for the quarter ended November 2, 1996, and for the nine months ended November 2, 1996. 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. BROWN GROUP, INC. Date: December 11, 1996 /s/ Harry E. Rich ------------------------------- Executive Vice President and Chief Financial Officer and On Behalf of the Corporation as the Principal Financial Officer EXHIBIT (3)(i)(c) CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF BROWN GROUP, INC. ----------- UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW * * * * WE, THE UNDERSIGNED, R. L. Anderson and Robert D. Pickle, being, respectively, the President and the Vice President, General Counsel and Corporate Secretary of Brown Group, Inc., hereby certify: 1. The name of the Corporation is Brown Group, Inc. 2. The Certificate of Incorporation of said Corporation was filed by the Department of State on the 2nd day of January, 1913. The name under which the Corporation was formed was Brown Shoe Company, Inc. 3. (a) The Certificate of Incorporation is amended to provide for a relief of Directors, in their Directorial capacities, from personal liability to the Corporation or its stockholders from monetary damages for any breach of certain of their duties to the Corporation, particularly the duty of care. (b) To effect the foregoing, a new Article Thirteenth of the Certificate of Incorporation is adopted to provide as follows: Article Thirteenth. No director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for any breach of his duties as a director, provided that this Article Thirteenth shall not eliminate or limit any liability arising out of a judgment or other final determination adverse to the director which establishes that (a) his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law; (b) he personally gained in fact a financial profit or other advantage to which he was not legally entitled; or (c) his acts violated Section 719 of the New York Business Corporation Law. This Article Thirteenth shall not eliminate or limit the liability of a director for any act or omission occurring prior to the effective date of its adoption. No repeal or modification of this Article Thirteenth, directly or by adoption of an inconsistent provision in this Certificate of Incorporation, shall be effective with respect to any cause of action, suit, claim or other matter arising out of or relating to any act of omission occurring prior to such repeal or modification. 4. The amendment, following prior approval and recommendation by the Board of Directors of the Corporation, was authorized by favorable vote of the holders of a majority of all issued and outstanding shares of Common Stock of the Corporation entitled to vote at the Annual Meeting of Stockholders held on June 2, 1988. IN WITNESS WHEREOF, we have signed this Certificate of Amendment on this 2nd day of June, 1988 and we affirm the statements contained therein as true, under penalties of perjury. /s/ R. L. Anderson President /s/ Robert D. Pickle Vice President, General Counsel and Corporate Secretary EXHIBIT 11 PART II - OTHER INFORMATION COMPUTATION OF EARNINGS PER SHARE BROWN GROUP, INC. (Thousands, except per share)
Three Months Ended Nine Months Ended -------------------------- -------------------------- November 2, October 28, November 2, October 28, 1996 1995 1996 1995 ----------- ----------- ----------- ----------- PRIMARY Weighted average shares outstanding 17,702 17,584 17,651 17,590 Net effect of dilutive stock options based on the treasury stock method using average market price 119 - 21 9 --------- --------- --------- -------- TOTAL 17,821 17,584 17,672 17,599 ========= ========= ========= ======== Net earnings (loss) $ 12,905 $ 9,715 $ 18,946 $ (3,077) ========= ========= ========= ======== Net earnings (loss) per share (1) $ .73 $ .55 $ 1.07 $ (.17) ========= ========= ========= ======== FULLY DILUTED Weighted average shares outstanding 17,702 17,584 17,651 17,590 Net effect of dilutive stock options based on the treasury stock method using the period-end market price, if higher than the average market price 137 - 56 29 --------- --------- --------- -------- TOTAL 17,839 17,584 17,707 17,619 ========= ========= ========= ======== Net earnings (loss) $ 12,905 $ 9,715 $ 18,946 $ (3,077) ========= ========= ========= ======== Net earnings (loss) per share (1) $ .73 $ .55 $ 1.07 $ (.17) ========= ========= ========= ========
(1) The dilutive effect of stock options was not included in weighted average shares outstanding for purposes of calculating earnings per share EX-27 2
5 9-MOS FEB-01-1997 NOV-02-1996 28,091 0 87,425 (11,049) 408,813 563,707 206,458 (121,676) 720,142 255,253 199,023 0 0 67,359 173,061 720,142 1,166,115 1,616,115 729,530 1,125,061 (812) 4,472 13,700 28,166 9,220 18,946 0 0 0 18,946 1.07 1.07
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