-----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, B8bXC1h6i4xo+zVP25+fNEI/hElK61Ya3XofLvt3HfsIxpRqKVWrEHS/KPDcKoF6 aC3W/ud+b9m9Ee/UMSzyqw== 0000792570-97-000003.txt : 19970520 0000792570-97-000003.hdr.sgml : 19970520 ACCESSION NUMBER: 0000792570-97-000003 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970516 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970516 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAKER J INC CENTRAL INDEX KEY: 0000792570 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-SHOE STORES [5661] IRS NUMBER: 042866591 STATE OF INCORPORATION: MA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-14681 FILM NUMBER: 97610452 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178289300 MAIL ADDRESS: STREET 1: P O BOX 231 CITY: HYDE PARK STATE: MA ZIP: 02136 8-K/A 1 FINANCIAL STATEMENT AND EXHIBITS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported: May 16, 1997) (March 5, 1997) J. BAKER, INC. -------------- (Exact name of registrant as specified in its charter) Massachusetts 0-14681 04-2866591 ------------- ------- ---------- (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 555 Turnpike Street, Canton, Massachusetts 02021 ------------------------------------------------- (Address of principal executive offices) (Registrant's telephone number, including area code: (617) 828-9300 ------------- Not Applicable -------------- (former Name or Former Address, if Changed Since Last Report) This amendment to the Registrant's Current Report on Form 8-K amends Item 7 to add the pro forma financial statement information required to be filed. Item 2. Acquisition or Disposition of Assets On March 5, 1997, J. Baker, Inc. (the "Company") sold substantially all of the assets of its Shoe Corporation of America ("SCOA") division to an entity formed by CHB Capital Partners of Denver, Colorado along with Dennis B. Tishkoff, President of SCOA, and certain members of SCOA management (collectively "CHB"), for net cash proceeds of approximately $40.0 million. The transaction involved the transfer to CHB of the SCOA division's inventory, fixed assets, intellectual property and license agreements for the various department and specialty store chains serviced by SCOA as well as the assumption by CHB of certain liabilities of the SCOA division. On March 10, 1997, the Company completed the sale of its Parade of Shoes division to Payless ShoeSource, Inc. of Topeka, Kansas ("Payless") for net cash proceeds of approximately $20.0 million. The transaction involved the transfer to Payless of the Parade of Shoes division's 186 store leases, inventory, fixed assets and intellectual property as well as the assumption by Payless of certain liabilities of the Parade of Shoes division. The net cash proceeds totaling approximately $60.0 million received by the Company from both the SCOA and Parade of Shoes transactions, after funding of escrow indemnity accounts and payment of related expenses and payables, were used to pay down the Company's bank debt pursuant to the Revolving Credit and Loan Agreement between J. Baker, Inc., JBI, Inc. and Fleet National Bank, as Agent, (the "Credit Agreement"). Upon consummation of the aforementioned transactions, the Company's aggregate commitment amount under the Credit Agreement was reduced from $205 million to $145 million. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits: Page (b) Pro Forma Financial Information --Pro forma consolidated condensed balance sheet at 4 February 1, 1997 --Pro forma consolidated statement of earnings for the 5 year ended February 1, 1997 --Notes to pro forma consolidated financial statements 6
The following unaudited pro forma consolidated condensed balance sheet as of February 1, 1997 and the pro forma consolidated statement of earnings for the year ended February 1, 1997 give effect to the dispositions by the Company of its SCOA and Parade of Shoes divisions. The pro forma statements have been prepared by management of J. Baker, Inc. based on the historical financial statements of the Company. Each gives effect to the assumptions and adjustments in the accompanying notes to the pro forma consolidated financial statements as if the dispositions had occurred, for purposes of the unaudited statement of earnings, on February 4, 1996 (the beginning of the fiscal year ended February 1, 1997), and for purposes of the unaudited consolidated condensed balance sheet, on February 1, 1997. The unaudited pro forma statements presented are for informational purposes only and do not purport to represent what the Company's financial condition and results of operations would have been, as of and for the year ended February 1, 1997, respectively, had the dispositions taken place on the dates indicated above, or to project the Company's financial position or results of operations for any future date or period. The pro forma adjustments are based upon available information and upon certain assumptions that the Company's management believes are reasonable. The pro forma financial information should be read in conjunction with the February 1, 1997 audited consolidated financial statements of J. Baker, Inc. 3 J. BAKER, INC. AND SUBSIDIARIES Pro Forma Consolidated Condensed Balance Sheet February 1, 1997 (Unaudited, in thousands) Pro Forma Pro Forma As Reported Adjustments(1) Balances ----------- -------------- ---------- Assets Current assets: Cash and cash equivalents $ 3,969 $ 3,969 Accounts receivable, net 16,510 16,510 Merchandise inventories 146,045 146,045 Prepaid expenses 6,031 6,031 Deferred income taxes 37,548 37,548 Assets held for sale 62,256 (62,256) - -------- ------- Total current assets 272,359 210,103 -------- ------- Property, plant and equipment, at cost, less accumulated depreciation and amortization of $40,033 76,654 76,654 Deferred income taxes 26,199 26,199 Other assets, at cost, less accumulated amortization 7,309 4,156 11,465 ------- ------- $382,521 (58,100) $324,421 ======= ======= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $57,006 (5,800) $51,206 Accrued expenses 29,837 (1,300) 28,537 Other current liabilities 3,393 3,393 ------ ------ Total current liabilities 90,236 83,136 ------ ------ Other liabilities 6,203 (3,000) 3,203 Long-term debt, net of current portion 140,788 (48,000) 92,788 Senior subordinated debt 2,952 2,952 Convertible subordinated debt 70,353 70,353 Stockholders' equity 71,989 71,989 ------- ------- $382,521 (58,100) $324,421 ======= =======
See accompanying notes to pro forma consolidated financial statements. 4 J. BAKER, INC. AND SUBSIDIARIES Pro Forma Consolidated Statement of Earnings February 1, 1997 (Unaudited, in thousands, except per share amounts) Pro Forma Pro Forma As Reported Adjustments(1) Balances ----------- ------------- --------- Net sales $897,492 $(300,740) $ 596,752 Cost of sales 542,247 (174,815) 367,432 ------- -------- -------- Gross profit 355,245 (125,925) 229,320 Selling, administrative and general expenses 347,977 (119,069) 228,908 Depreciation and amortization 29,431 (6,390) 23,041 Restructuring and other non-recurring charges 122,309 122,309 ------- ------- Operating loss (144,472) (466) (144,938) Interest income 254 254 Interest expense (13,056) 4,920 (8,136) ------ ----- ------- Profit (loss) before taxes (157,274) 4,454 (152,820) Income tax expense (benefit) (45,846) 1,737 (44,109) ------- ----- ------- Net loss $(111,428) 2,717 $(108,711) ======== ======== Loss per common share: Primary $(8.02) $(7.83) ======== ======== Fully diluted $(8.02) $(7.83) ======== ======== Number of shares used to compute loss per common share: Primary 13,888 13,888 ======== ======== Fully diluted 13,901 13,901 ======== ========
See accompanying notes to pro forma consolidated financial statements. 5 J. Baker, Inc. and Subsidiaries Notes to Unaudited Pro Forma Consolidated Financial Statements (1) As previously disclosed in the Company's Form 10-K for the fiscal year ended February 1, 1997 and elsewhere in this Form 8-K in March, 1997, the Company completed the sales of its Shoe Corporation of America ("SCOA") and Parade of Shoes divisions. Included in the Company's balance sheet at February 1, 1997, the then net realizable values of the assets in both the SCOA and Parade of Shoes divisions were classified as "Assets held for sale". Following is an analysis of the receipt and application of the sales proceeds as if the sales of both divisions occurred on February 1, 1997 (in thousands): Net value of assets held for sale at February 1, 1997 $62,256 Less: Proceeds placed in escrow accounts (4,156) Payment of transaction related expenses (1,300) Payment of Parade of Shoes accounts payable (5,800) Payment of contractual contingent payment obligation to former SCOA stockholders (3,000) (14,256) ------- Pro forma proceeds available to pay bank debt $48,000 ------
From February 1, 1997 until the time of the actual closing dates of each of the transactions in March, 1997, the inventory value in the Company's SCOA and Parade of Shoes divisions, net of the increase in each division's accounts payable, increased by $12.0 million, thus increasing the proceeds received on the sale of both divisions to $60.0 million from $48.0 million. (2) Pro forma adjustments to the Company's Consolidated Statement of Earnings for the year ended February 1, 1997 remove the results of operations for both the SCOA and Parade of Shoes divisions. In addition, the pro forma adjustment to reduce interest expense represents the receipt of $60.0 million in proceeds from the sales of both divisions, which proceeds were used to reduce the Company's outstanding bank debt. The pro forma effective tax rate used was 39.0%, the effective rate used on reported pre-tax income excluding restructuring and other non-recurring charges. 6 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. J. Baker, Inc. (Registrant) By/s/Alan I. Weinstein ---------------------- Alan I. Weinstein Date: Canton, Massachusetts May 16, 1997 7 -----END PRIVACY-ENHANCED MESSAGE-----