-----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, U53YBYR6zLNwkO4FE4aIx51LpTYyiBaqXHs9DVz4c4jNaQ3SPai1X0WI8ASQRteu HKESVp+TkMKTYRiu/wFlzw== 0000014707-97-000011.txt : 19970612 0000014707-97-000011.hdr.sgml : 19970612 ACCESSION NUMBER: 0000014707-97-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970503 FILED AS OF DATE: 19970611 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: 97622454 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 May 3, 1997 [ ] 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 May 31, 1997, 18,032,477 shares of the registrant's common stock were outstanding. BROWN GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands)
(Unaudited) ---------------- May 3, May 4, February 1, 1997 1996 1997 ------ ------ ----------- ASSETS Current Assets Cash and Cash Equivalents $ 28,168 $ 22,146 $ 38,686 Receivables, net of allowances of $10,107 at May 3, 1997, $10,916 at May 4, 1996, and $10,203 at February 1, 1997 87,312 76,582 90,246 Inventories, net of adjustment to last-in, first-out cost of $17,578 at May 3, 1997, $24,968 at May 4, 1996, and $18,846 at February 1, 1997 401,123 374,272 398,803 Other Current Assets 39,257 42,340 37,040 --------- -------- --------- Total Current Assets 555,860 515,340 564,775 Property and Equipment 205,886 198,374 202,229 Less allowances for depreciation and amortization (121,660) (112,089) (116,849) --------- --------- --------- 84,226 86,285 85,380 Other Assets 71,784 68,881 72,220 --------- --------- --------- $ 711,870 $ 670,506 $ 722,375 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Notes Payable $ 53,000 $ 144,500 $ 62,000 Accounts Payable 122,431 95,847 124,697 Accrued Expenses 74,417 63,925 71,053 Income Taxes 5,891 4,400 4,005 Current Maturities of Long-Term Debt 2,000 2,000 2,000 --------- --------- --------- Total Current Liabilities 257,739 310,672 263,755 Long-Term Debt and Capitalized Lease Obligations 197,025 104,022 197,025 Other Liabilities 24,490 27,167 24,558 Shareholders' Equity Common Stock 67,612 67,224 67,387 Additional Capital 47,047 45,892 46,310 Cumulative Translation Adjustment (6,514) (4,574) (4,433) Unamortized Value of Restricted Stock (6,037) (7,056) (5,700) Retained Earnings 130,508 127,159 133,473 --------- --------- --------- 232,616 228,645 237,037 --------- --------- --------- $ 711,870 $ 670,506 $ 722,375 ========= ========= =========
See Notes to Condensed Consolidated Financial Statements. BROWN GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (Thousands, except per share)
Thirteen Weeks Ended --------------------- May 3, May 4, 1997 1996 -------- -------- Net Sales $391,815 $355,785 Cost of Goods Sold 245,982 219,908 -------- -------- Gross Profit 145,833 135,877 -------- -------- Selling and Administrative Expenses 138,007 130,684 Interest Expense 5,765 4,733 Other (Income) (436) (401) -------- -------- Earnings Before Income Taxes 2,497 861 Income Tax Provision 955 334 -------- -------- NET EARNINGS $ 1,542 $ 527 ======== ======== NET EARNINGS PER COMMON SHARE $ .09 $ .03 ======== ======== Weighted Average Number of Outstanding Shares of Common Stock 17,746 17,615 DIVIDENDS PER COMMON SHARE $ .25 $ .25 ======== ========
See Notes to Condensed Consolidated Financial Statements. BROWN GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Thousands)
Thirteen Weeks Ended --------------------- May 3, May 4, 1997 1996 --------- --------- Net Cash Provided (Used) by Operating Activities $ 7,066 $ (36,119) Investing Activities: Capital expenditures (4,395) (4,185) Other 318 824 --------- --------- Net Cash Provided (Used) by Investing Activities (4,077) (3,361) Financing Activities: Increase (decrease) in short-term notes payable (9,000) 32,500 Principal payments of long-term debt - (1,450) Dividends paid (4,507) (4,482) --------- --------- Net Cash Provided (Used) by Financing Activities (13,507) 26,568 --------- --------- Increase (Decrease) in Cash and Cash Equivalents (10,518) (12,912) Cash and Cash Equivalents at Beginning of Period 38,686 35,058 --------- --------- Cash and Cash Equivalents at End of Period $ 28,168 $ 22,146 ========= =========
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 increases 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 Company'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 Company's Annual Report and Form 10-K for the period ended February 1, 1997. 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. In February 1997, Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share," was issued which the Company is required to adopt by the end of fiscal 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior interim and annual periods. The impact of the provisions of SFAS No. 128 on the calculation of Basic and Diluted earnings per share for the quarters ended May 3, 1997 and May 4, 1996 is not material. Note C - Inventories -------------------- During fiscal 1996, the remaining domestically manufactured footwear at Brown Shoe Company was sold resulting in a liquidation of LIFO inventory layers. The effect of this liquidation was to increase first quarter 1996 pretax earnings by $3.1 million. Note D: Condensed Consolidating Financial Information ----------------------------------------------------- Certain of the Company's debt is unconditionally and jointly and severally guaranteed by certain wholly-owned domestic subsidiaries of the Company. Accordingly, condensed consolidating balance sheets as of May 3, 1997 and May 4, 1996, and the related condensed consolidating statements of earnings and cash flows for the quarters ended May 3, 1997 and May 4, 1996, are provided. These condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that this information, presented in lieu of complete financial statements for each of the guarantor subsidiaries, provides meaningful information to allow investors to determine the nature of the assets held by, and the operations and cash flows of, each of the consolidating groups. Condensed Consolidating Balance Sheet As of May 3, 1997
Guarantor Non-Guarantor Consolidated Parent Subsidiaries Subsidiaries Eliminations Totals -------- ------------ ------------- ------------ ------------ ASSETS Current Assets Cash and cash equivalents . . . $ 54 $ 4,330 $ 23,784 $ - $ 28,168 Receivables, net. . . . . . . . 30,612 13,542 43,158 87,312 Inventory, net. . . . . . . . . 61,367 306,179 47,495 (13,918) 401,123 Other current assets . . . . . 9,160 16,820 7,997 5,280 39,257 -------- -------- -------- --------- -------- Total Current Assets . . . . . 101,193 340,871 122,434 (8,638) 555,860 Property and Equipment, net . . . 17,617 58,789 7,820 - 84,226 Other Assets . . . . . . . . . . 42,557 16,307 13,167 (247) 71,784 Investment in Subsidiaries . . . 261,715 57,624 7,364 (326,703) - -------- -------- -------- --------- -------- Total Assets . . . . . . . . . $423,082 $473,591 $150,785 $(335,588) $711,870 ======== ======== ======== ========= ======== Liabilities & Shareholders' Equity Current Liabilities Notes payable . . . . . . . . . $ 53,000 $ - $ - $ - $ 53,000 Accounts payable. . . . . . . . 5,906 88,195 28,330 - 122,431 Accrued expenses. . . . . . . . 22,171 38,210 14,249 (213) 74,417 Income taxes. . . . . . . . . . 1,159 4,539 280 (87) 5,891 Current maturities of long-term debt . . . . . . . . 2,000 - - - 2,000 -------- -------- -------- --------- -------- Total Current Liabilities . 84,236 130,944 42,859 (300) 257,739 Long-Term Debt and Capitalized Lease Obligations. . . . . . . 197,025 - 75 (75) 197,025 Other Liabilities . . . . . . . . 21,756 2,244 594 (104) 24,490 Intercompany Payable (Receivable) (112,551) 100,982 14,836 (3,267) - Shareholders' Equity. . . . . . . 232,616 239,421 92,421 (331,842) 232,616 -------- -------- -------- --------- -------- Total Liabilities and Shareholders' Equity. . . $423,082 $473,591 $150,785 $(335,588) $711,870 ======== ======== ======== ========= ========
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS THIRTEEN WEEKS ENDED MAY 3, 1997
Guarantor Non-Guarantor Consolidated Parent Subsidiaries Subsidiaries Eliminations Totals ------- ------------ ------------- ------------ ------------ Net Sales. . . . . . . . . . . $65,425 $289,541 $102,597 $(65,748) $391,815 Cost of goods sold . . . . . . 48,286 180,478 83,004 (65,786) 245,982 ------- -------- -------- -------- -------- Gross profit. . . . . . . . 17,139 109,063 19,593 38 145,833 Selling and administrative expenses. . . 20,075 100,402 17,902 (372) 138,007 Interest expense . . . . . . . 5,709 - 56 - 5,765 Intercompany interest (income) expense. . . . . . (3,934) 3,933 1 - - Other (income) expense . . . . (977) 16 115 410 (436) Equity in (earnings) of subsidiaries. . . . . . . (4,133) (1,522) - 5,655 - ------- ------- -------- -------- -------- Earnings (Loss) Before Income Taxes . . . 399 6,234 1,519 (5,655) 2,497 Income tax provision (benefit) (1,143) 2,101 (3) - 955 ------- ------- -------- -------- -------- Net Earnings . . . . . . . $ 1,542 $ 4,133 $ 1,522 $ (5,655) $ 1,542 ======= ======= ======== ======== ========
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THIRTEEN WEEKS ENDED MAY 3, 1997
Guarantor Non-Guarantor Consolidated Parent Subsidiaries Subsidiaries Eliminations Totals ------- ------------ ------------- ------------ ------------ Net Cash Provided (Used) by Operating Activities. . . . $ 9,423 $ 4,312 $(13,541) $ 6,872 $ 7,066 Investing Activities: Capital expenditures. . . . (514) (3,372) (509) - (4,395) Other . . . . . . . . . . . 318 - - - 318 ------- ------- -------- ------- -------- Net Cash (Used) by Investing Activities. . . . (196) (3,372) (509) - (4,077) -------- ------- -------- Financing Activities: Increase (decrease) in short-term notes payable . (9,000) - - - (9,000) Dividends paid. . . . . . . (4,507) - - - (4,507) Intercompany financing. . . 4,464 (2,920) 7,527 (9,071) - ------- ------- -------- ------- -------- Net Cash Provided (Used) by Financing Activities. . . . (9,043) (2,920) 7,527 (9,071) (13,507) Increase (Decrease) in Cash and Cash Equivalents. . . . 184 (1,980) (6,523) (2,199) (10,518) Cash and Cash Equivalents at Beginning of Period . . . . (130) 6,310 30,307 2,199 38,686 ------- ------- -------- ------- -------- Cash and Cash Equivalents at End of Period . . . . . . . $ 54 $ 4,330 $ 23,784 $ - $ 28,168 ======= ======= ======== ======= ========
CONDENSED CONSOLIDATING BALANCE SHEET AS OF MAY 4, 1996
Guarantor Non-Guarantor Consolidated Parent Subsidiaries Subsidiaries Eliminations Totals -------- ------------ ------------- ------------ ------------ Assets Current Assets Cash and cash equivalents. . . $ 1,287 $ 8,860 $ 11,999 $ - $ 22,146 Receivables, net . . . . . . . 28,522 11,053 37,007 - 76,582 Inventory, net . . . . . . . . 49,007 293,795 41,554 (10,084) 374,272 Other current assets . . . . . 16,851 15,061 7,510 2,918 42,340 --------- --------- -------- --------- -------- Total Current Assets. . . . . 95,667 328,769 98,070 (7,166) 515,340 Property and Equipment, net . . . 18,664 59,902 7,719 - 86,285 Other Assets. . . . . . . . . . . 40,225 16,236 12,842 (422) 68,881 Investment in Subsidiaries. . . . 242,752 46,709 3,811 (293,272) - --------- -------- -------- --------- -------- Total Assets. . . . . . . . . $ 397,308 $451,616 $122,442 $(300,860) $670,506 ========= ======== ======== ========= ======== Liabilities & Shareholders' Equity Current Liabilities Notes payable. . . . . . . . . $ 144,500 $ - $ - $ - $144,500 Accounts payable . . . . . . . 4,920 69,395 21,532 - 95,847 Accrued expenses . . . . . . . 29,595 32,923 10,733 (9,326) 63,925 Income taxes . . . . . . . . . 3,112 (670) 2,310 (352) 4,400 Current maturities of long-term debt. . . . . . . . 2,000 - - - 2,000 --------- -------- -------- --------- -------- Total Current Liabilities. 184,127 101,648 34,575 (9,678) 310,672 Long-Term Debt and Capitalized Lease Obligations . . . . . . 104,022 - 125 (125) 104,022 Other Liabilities . . . . . . . . 22,246 2,941 632 1,348 27,167 Intercompany Payable (Receivable) (141,732) 132,061 3,667 6,004 - Shareholders' Equity. . . . . . . 228,645 214,966 83,443 (298,409) 228,645 --------- -------- -------- --------- -------- Total Liabilities and Shareholders' Equity. . $ 397,308 $451,616 $122,442 $(300,860) $670,506 ========= ======== ======== ========= ========
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS THIRTEEN WEEKS ENDED MAY 4, 1996
Guarantor Non-Guarantor Consolidated Parent Subsidiaries Subsidiaries Eliminations Totals ------- ------------ ------------- ------------ ------------ Net Sales. . . . . . . . . . . $62,803 $272,324 $89,669 $(69,011) $355,785 Cost of goods sold . . . . . . 45,083 171,573 72,317 (69,065) 219,908 ------- -------- ------- -------- -------- Gross profit. . . . . . . . 17,720 100,751 17,352 54 135,877 Selling and administrative expenses. . . 18,144 95,009 17,782 (251) 130,684 Interest expense . . . 4,524 191 18 - 4,733 Intercompany interest (income) expense. . . . . . (3,666) 3,673 (7) - - Other (income) expense . . . . (1,259) 57 496 305 (401) Equity in (earnings) loss of subsidiaries . . . . . . (301) 837 - (536) - ------- -------- ------- -------- -------- Earnings (Loss) Before Income Taxes . . . . . . . 278 984 (937) 536 861 Income tax provision (benefit) (249) 683 (100) - 334 ------- -------- ------- -------- -------- Net Earnings . . . . . . . $ 527 $ 301 $ (837) $ 536 $ 527 ======= ======== ======= ======== ========
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS THIRTEEN WEEKS ENDED MAY 4, 1996
Guarantor Non-Guarantor Consolidated Parent Subsidiaries Subsidiaries Eliminations Totals ------- ------------ ------------- ------------ ------------ Net Cash Used by Operating Activities . $(5,662) $(12,435) $(11,522) $(6,500) $(36,119) Investing Activities: Capital expenditures . (189) (3,315) (681) - (4,185) Other . . . . . . . 820 4 - - 824 ------- -------- -------- ------- -------- Net Cash Provided (Used) by Investing Activities . 631 (3,311) (681) - (3,361) Financing Activities: Increase (decrease) in short-term notes payable . 32,500 - - - 32,500 Repurchase of long-term debt (1,450) - - - (1,450) Dividends paid. . . (4,482) - - - (4,482) Intercompany financing (19,959) 15,640 (2,181) 6,500 - ------- -------- -------- ------- -------- Net Cash Provided (Used) by Financing Activities . 6,609 15,640 (2,181) 6,500 26,568 Increase (Decrease) in Cash and Cash Equivalents. . 1,578 (106) (14,384) - (12,912) Cash and Cash Equivalents at Beginning of Period (291) 8,966 26,383 - 35,058 ------- -------- -------- ------- -------- Cash and Cash Equivalents at End of Period . . . . . . . .$ 1,287 $ 8,860 $ 11,999 $ - $ 22,146 ======= ======== ======== ======= ========
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -------------------------------------------------------------------- Results of Operations --------------------- Quarter ended May 3, 1997 compared to the Quarter ended May 4, 1996 ------------------------------------------------------------------- Consolidated net sales for the fiscal quarter ended May 3, 1997, were $391.8 million, compared to $355.8 million in the quarter ended May 4, 1996. First quarter 1997 sales from the footwear retailing operations increased 6.6% from the first quarter of 1996. Famous Footwear's total sales of $199.9 million increased 8.8% from last year reflecting a same-store sales increase of 3.5% and 14 more stores. The Canadian retailing operation's sales increased 7.1% with a same-store sales increase of 4.0% and five more units than the prior year. The Naturalizer Retail division's total sales decreased 6.2% in the 1997 quarter to $31.0 million and declined 5.5% on a same-store basis, reflecting eight fewer stores and continuing slower dress shoe sales and a reduction in promotional merchandise. Sales at Brown Shoe Company's combined wholesale operations - Brown Branded Marketing and Pagoda - increased 17.2% to $142.3 million compared to $121.4 million in last year's first quarter. The sales gain was driven by higher sales of the Naturalizer and NaturalSPORT brands, strong performance by the Original Dr. Scholl's Exercise Sandal line and higher shipments by Pagoda U.S.A. Sales at the Canadian Wholesale division increased 2.9% in the quarter. Gross profit as a percent of sales decreased to 37.2% from 38.2% for the same period last year. This decline was almost entirely due to the nonrecurring pretax gain of $3.1 million from the liquidation of LIFO inventories in last year's first quarter. Selling and administrative expenses as a percent of sales decreased to 35.2% from 36.7% for the same period last year. This improvement was due to higher sales and the continued improved leveraging of the expense base at Famous Footwear. As a result of the higher sales and lower expense rate, net earnings of $1.5 million for the first quarter of 1997 improved over the $.5 million of net earnings in the first quarter of 1996, which included an aftertax nonrecurring gain of $2.0 million from the liquidation of LIFO inventories. Financial Condition ------------------- A summary of key financial data and ratios at the dates indicated is as follows: May 3, May 4, February 1, 1997 1996 1997 ------- ------- ----------- Working Capital (millions) $298.1 $204.7 $301.0 Current Ratio 2.2:1 1.7:1 2.1:1 Total Debt as a Percentage of Total Capitalization 52.0% 52.3% 52.4% Net Debt (Total Debt less Cash and Cash Equivalents) as a Percentage of Total Capitalization 49.0% 50.0% 48.4% Cash flow from operating activities for the first quarter of fiscal 1997 was a net generation of $7.1 million versus a net use of $36.1 million last year. The 1996 usage primarily reflects an increase in inventory at Famous Footwear (due to 77 more stores) and lower accounts payable (due to the timing of purchases). In 1997's first quarter, cash was generated by better management of inventory and accounts payable. The improvement in the current ratio at May 3, 1997, compared to May 4, 1996, is due to the debt repositioning that the Company completed in the fourth quarter of 1996, which included the issuance of $100 million of long-term debt and a reduction in short-term notes payable. The decrease in the ratio of total debt as a percentage of total capitalization at May 3, 1997, compared to the end of fiscal 1996, is due primarily to the Company's lower level of short-term notes payable. At May 3, 1997, $53.0 million was borrowed and $14.5 million of letters of credit were outstanding under the Company's $155 million revolving bank Credit Agreement. In addition, at May 3, 1997, the Company had letters of credit of approximately $6.5 million outstanding through other banking institutions under uncommitted facilities. Forward Looking Statements -------------------------- The preceding Management's Discussion and Analysis contains certain forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially. In Exhibit 99 to the Company's fiscal 1996 Annual Report on Form 10-K, detailed factors that could cause variations in results to occur are listed and discussed. Such Exhibit is incorporated herein by reference. PART II - OTHER INFORMATION Item 1 - Legal Proceedings -------------------------- There have been no material developments during the quarter ended May 3, 1997, in the legal proceedings described in the Corporation's Form 10-K for the period ended February 1, 1997. Item 4 - Submission of Matters to a Vote of Security Holders ------------------------------------------------------------ At the Annual Meeting of Shareholders held on May 22, 1997, one proposal described in the Notice of Annual Meeting of Shareholders dated April 16, 1997, was voted upon. 1. The shareholders elected four directors, Mr. Joseph L. Bower, Mr. Harry E. Rich, Mr. Jerry E. Ritter, and Mr. Thomas A. Williams, and for terms of three years each. The voting for each director was as follows: Directors For Withheld --------- ---------- -------- Joseph L. Bower 15,508,557 300,212 Harry E. Rich 15,533,842 274,927 Jerry E. Ritter 15,526,142 282,627 Thomas A. Williams 15,613,846 194,923 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 Company'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 Company's Report on Form 10-K for the fiscal year ended January 30, 1988. (ii) Bylaws of the Corporation as amended through February 1, 1997, incorporated herein by reference to Exhibit 3 to the Company's Report on Form 10-K for the fiscal year ended February 1, 1997. (11) Computation of Earnings Per Share (Page 14) (27) Financial Data Schedule (Page 15) (99.1) Discussion of Certain Risk Factors That Could Affect the Company's Operating Results as incorporated herein by reference to the Company's Report on Form 10-K for the fiscal year ended February 1, 1997. (b) Reports on Form 8-K: The Corporation filed no reports on Form 8-K during the quarter ended May 3, 1997. 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: June , 1997 /s/ Harry E. Rich -------------------------------- Executive Vice President and Chief Financial Officer and On Behalf of the Corporation as the Principal Financial Officer EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE BROWN GROUP, INC. (Thousands, except per share)
Thirteen Weeks Ended -------------------- May 3, May 4, 1997 1996 ------- ------- PRIMARY Weighted average shares outstanding 17,746 17,615 Net effect of dilutive stock options based on the treasury stock method using average market price 32 - -------- ------- TOTAL 17,778 17,615 ======== ======= Net earnings $ 1,542 $ 527 ======== ======= Net earnings per share (1) $ .09 $ .03 ======== ======= FULLY DILUTED Weighted average shares outstanding 17,746 17,615 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 33 21 -------- ------- TOTAL 17,779 17,636 ======== ======= Net earnings $ 1,542 $ 527 ======== ======= Net earnings per share (1) $ .09 $ .03 ======== =======
(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 3-MOS JAN-31-1998 MAY-03-1997 28,168 0 87,312 (10,107) 401,123 555,860 205,886 (121,660) 711,870 257,739 197,025 0 0 67,612 165,004 711,870 391,815 391,815 245,982 383,989 (436) 603 5,765 2,497 955 1,542 0 0 0 1,542 .09 .09
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