SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
FOR QUARTERLY REPORTS UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter Ended November 30, 1994 Commission file number - 1-10635
NIKE, Inc.
(Exact name of registrant as specified in its charter)
OREGON 93-0584541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Bowerman Drive, Beaverton, Oregon 97005-6453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 671-6453
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 .
___ ___
Common Stock shares outstanding as of November 30, 1994 were:
_________________
Class A 26,664,137
Class B 45,619,115
_________________
72,283,252
==========
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
NIKE, Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
Nov. 30, May 31,
1994 1994
________ _______
(in thousands)
ASSETS
Current assets:
Cash and equivalents $ 546,105 $ 518,816
Accounts receivable 776,952 703,682
Inventories (Note 3) 459,276 470,023
Deferred income taxes 46,106 37,603
Prepaid expenses 53,808 40,307
__________ _________
Total current assets 1,882,247 1,770,431
Property, plant and equipment 707,155 639,085
Less accumulated depreciation 265,254 233,240
__________ __________
441,901 405,845
Goodwill 163,210 157,187
Other assets 40,397 40,352
__________ __________
$2,527,755 $2,373,815
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 2,534 $ 3,857
Notes payable 133,710 127,378
Accounts payable 196,921 210,576
Accrued liabilities 228,377 181,889
Income taxes payable 25,807 38,287
__________ __________
Total current liabilities 587,349 561,987
Long-term debt 14,299 12,364
Non-current deferred income taxes 21,159 18,228
Other long-term liabilities 43,397 39,987
Commitments and contingencies (Note 4) - -
Redeemable Preferred Stock 300 300
Shareholders' equity:
Common Stock at stated value (Note 2):
Class A convertible-26,664 and
26,679 shares outstanding 159 159
Class B-45,619 and 46,521 shares
outstanding 2,699 2,704
Capital in excess of stated value 107,840 108,284
Foreign currency translation
adjustment 5,176 (15,123)
Retained earnings 1,745,377 1,644,925
___________ __________
1,861,251 1,740,949
___________ __________
$2,527,755 $2,373,815
========== ==========
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of this statement.
NIKE, Inc.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
Three Months Ended Six Months Ended
November 30, November 30,
__________________ __________________
1994 1993 1994 1993
____ ____ ____ ____
(in thousands, except per share data)
Revenues $1,053,746 $ 805,789 $2,224,101 $1,913,667
_________ _________ _________ _________
Costs and expenses:
Cost of sales 640,031 496,128 1,340,478 1,163,935
Selling and administrative 268,873 223,468 561,167 462,747
Interest 3,941 3,880 8,698 8,512
Other expense (income) 1,662 (1,182) 832 2,178
________ ________ _________ _________
914,507 722,294 1,911,175 1,637,372
________ ________ _________ _________
Income before income taxes 139,239 83,495 312,926 276,295
Income taxes 54,300 31,200 122,000 109,900
________ ________ _______ _______
Net income $ 84,939 $ 52,295 190,926 166,395
========= ========= ======= =======
Net income per common share(Note 2) $ 1.16 $ 0.69 $ 2.59 $ 2.18
========= ========= ======= =======
Dividends declared per common share $ .25 $ .20 $ 0.45 $ 0.40
========= ========= ======= =======
Average number of common and
common equivalent shares (Note 2) 73,369 75,649 73,798 76,199
========= ========= ======= =======
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of this statement.
NIKE, Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended
November 30,
_________________
1994 1993
____ ____
(in thousands)
Cash provided (used) by operations:
Net income $190,926 $166,395
Income charges (credits) not
affecting cash:
Depreciation 31,079 28,811
Deferred income taxes and
purchased tax benefits (698) (4,880)
Other non-current liabilities 3,410 2,277
Other 5,111 3,694
Changes in other working capital
components (44,477) 118,322
________ _______
Cash provided by operations 185,351 314,619
________ _______
Cash provided (used) by investing activities:
Acquisition of business:
Net assets acquired (10,264) --
Goodwill acquired (10,347) --
Additions to property, plant and
equipment (59,961) (45,590)
Disposals of property, plant and
equipment 5,811 4,726
Increase in other assets (4,952) (957)
_______ _______
Cash used by investing activities (79,713) (41,821)
_______ _______
Cash provided (used) by financing activities:
Additions to long-term debt 1,019 255
Reductions in long-term debt
including current portion (4,549) (51,730)
Increase (decrease) in notes payable 484 (46,406)
Proceeds from exercise of options 1,810 1,666
Repurchase of stock (59,995) (53,932)
Dividends - common and preferred (29,295) (30,299)
_______ _______
Cash used by financing
activities (90,526) (180,446)
_______ _______
Effect of exchange rate changes on cash 12,177 (7,425)
_______ _______
Net increase in cash and equivalents 27,289 84,927
Cash and equivalents, May 31, 1994 and 1993 518,816 291,284
_______ _______
Cash and equivalents, November 30, 1994
and 1993 $546,105 $376,211
======== ========
The accompanying Notes to Condensed Consolidated Financial Statements are
an integral part of this statement.
NIKE, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Summary of significant accounting policies:
___________________________________________
Basis of Presentation:
The accompanying unaudited condensed consolidated financial statements
reflect all adjustments (consisting of normal recurring accruals) which
are, in the opinion of management, necessary for a fair presentation of
the results of operations for the interim period(s). The interim financial
information and notes thereto should be read in conjunction with the
Company's latest annual report to shareholders. The results of operations
for the six (6) months ended November 30, 1994 are not necessarily
indicative of results to be expected for the entire year.
Reclassifications:
Certain prior year amounts have been reclassified to conform to
the current year presentation. These changes had no impact on previously
reported results of operation or shareholder's equity.
NOTE 2 - Net income per common share:
___________________________
Net income per common share is computed based on the weighted average
number of common and common equivalent (stock option) shares outstanding
for the period(s).
NOTE 3 - Inventories:
___________
Inventories by major classification are as follows:
Nov. 30, May 31,
1994 1994
________ ________
(in thousands)
Finished goods $447,935 $465,065
Work-in-process 7,886 2,915
Raw materials 3,455 2,043
________ ________
$459,276 $470,023
======== ========
NOTE 4 - Commitments and contingencies:
_____________________________
There have been no other significant subsequent developments
relating to the commitments and contingencies reported on the
Company's most recent Form 10-K.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Operating Results
_________________
During the second quarter ended November 30, 1994, record revenues
increased 31%, gross margins improved by .9% and selling and
administrative expenses reduced as a percentage of sales, combining
to increase net income by 62%, the first quarter to quarter
comparison increase in six periods and the largest since May, 1990.
Net income for the period was $84.9 million or $1.16 per share,
compared to $52.3 million or $0.69 per share for the same period in the
prior year. Earnings per share increased 68% as compared to the 62%
increase in net income, primarily due to the Company's share repurchase
program. In addition to being a record second quarter in earnings, the
Company recognized several other milestones. This was the first second
quarter with revenue in excess of $1 billion, the first time the Company's
trailing twelve months'revenues have exceeded $4 billion, and the largest
advance order release ever announced.
Revenues increased $248 million over the $806 million reported
in the same period of the prior year. United States footwear was a
strong contributor with growth of $115 million, or 34%, resulting from
an increase of 39% in pairs shipped and a 4% decrease in average selling
price. Revenues were strong across all categories, including an increase
in basketball which was the first comparative increase in 18 months.
International revenues increased $106 million, or 32%, composed of 28% and
41% increases in international footwear and apparel revenues, respectively.
The international growth included a 22% increase from new
NIKE-owned subsidiaries in Japan and Korea and a positive 5% affect from
foreign exchange translation, partially offset by decreases in France and
Germany which together combined for a 7% decrease in international's total
revenues. U.S. apparel increased $23 million or 30%, and anticipates an
increase for the full fiscal year. Other brands, which includes Cole
Haan (R), Tetra Plastics, and Sports Specialties, increased 8%. The
breakdown of revenues follows:
Three Months Ended Six Months Ended
Nov. 30 Nov. 30
______________________________ _______________________________
1994 1993 % Change 1994 1993 % Change
____ ____ ___ ____ ____ ___
(in thousands)
U.S. Footwear $ 455,459 $ 340,325 34% $1,110,601 $ 962,763 15%
U.S. Apparel 97,884 75,365 30 192,619 176,561 9
Other Brands 60,391 56,062 8 119,273 120,406 (1)
__________ __________ ___ _________ _________ ___
Total United States 613,734 471,752 30 1,422,493 1,259,730 13
International
Footwear 306,828 239,458 28 583,290 484,363 20
Apparel 133,184 94,579 41 218,318 169,574 29
__________ __________ ___ _________ _________ ___
Total International 440,012 334,037 32 801,608 653,937 23
__________ __________ ___ _________ _________ ___
Total Revenues $1,053,746 $ 805,789 31% $2,224,101 $1,913,667 16%
========== ========== === ========== ========== ====
Consolidated gross margins improved over the prior year, increasing
from 38.4% in the prior year second quarter to 39.3% in the current year.
The increase was a result of the high volume of revenues, along with
strong demand for NIKE products combined with sound inventory management
which resulted in a smaller percentage of lower margin closeout sales. The
Company continues to place strong emphasis on inventory management,
minimizing foreign exchange risk, and production sourcing in order to
maximize gross profit.
Selling and administrative expenses decreased as a percentage of
revenues from 27.7% during the prior year second quarter to 25.5% in the
current year. On an absolute dollar basis, spending increased $45 million,
or 20%, with all new NIKE-owned subsidiaries accounting for $29 million of
the increase. International operations in total added $36 million, a
result of the new subsidiaries and planned increases in international
infrastructure development. Also, the foreign currency translation impact
increased spending by approximately $4 million. U.S. operations were up
$9 million, primarily in planned marketing expenses. The Company intends
to continue to invest in growth opportunities and to increase marketing
expenses in order to ensure the successful sell-through of the high level
of orders discussed below. As a result, the Company expects selling and
administrative costs as a percentage of revenues for the current year to
approximate the prior year results.
Interest expenses for the quarter increased slightly over the prior
year due to increased operational short-term borrowings related to the
new NIKE subsidiaries mentioned previously, offset by lower U.S. borrowings.
Other income decreased $2.8 million, primarily as a result of increased
other expenses - including profit sharing, foreign currency
transactions, asset disposals and goodwill - offset partially by
increased interest income.
The Company's effective tax rate for the quarter was 39.0% compared
to 37.43% in the prior year. Last year's second quarter included a reduction
for the tax impact of permanently reinvesting foreign earnings overseas,
as more fully discussed in that respective 10-Q. The Company
anticipates the tax rate for fiscal 1995 will approximate the 39.1% rate
for the full fiscal year 1994.
Worldwide orders for athletic footwear and apparel scheduled for
delivery from December 1994 through April 1995 were approximately $1.95
billion, 34% higher than such orders booked in the comparable period of
the prior year. This represents a record amount of orders for any period,
and will require a significant portion of our production capacity to be
devoted to filling these orders, potentially impacting availability of
product for "at once" shipments. These orders are not necessarily indicative
of total revenues for subsequent periods because the mix of advance orders
and "at once" shipments may vary significantly from quarter to quarter and
year to year. Additionally, as international operations continue to shift
to a greater emphasis on futures orders, this mix again may vary. Finally,
exchange rates can cause differences in the comparisons.
After a six-month "Special 301" investigation under the 1974 Trade
Act, the Office of the U.S. Trade Representative ("USTR") announced on
December 31, 1994 that the United States will take retaliatory trade
action against the People's Republic of China if China does not agree to
address U.S. intellectual property rights concerns. On or before
February 4, 1994 the USTR will make a final determination as to whether
China's intellectual property right's enforcement policies and practices
are unreasonable and constitute a burden on, or restrict, U.S. commerce.
The USTR has published a preliminary list of products from China that it
would target if sanctions were imposed, although the USTR may later
reduce that list of targeted products. Seven categories of footwear are
among the various products on the list. Targeted products would be
assessed tariffs of 100 percent in addition to the current tariffs. A
portion of the footwear that the Company imports from China into the
U.S. falls into four of the seven potentially targeted categories of
footwear, and sanctions would effectively eliminate imports from China
in those categories. However, at the time of filing this report the
Company anticipates that the sanctions, if imposed, would not have a
material adverse effect on the Company due to the wide range of product
sourcing available to the Company, and the lack of significance of the
targeted categories to the Company's overall production.
Liquidity and Capital Resources
_______________________________
The Company's financial position remained strong, with working capital
rising $86 million since May 31, 1994. The working capital ratio was 3.2:1
at November 30, 1994 and at May 31, 1994.
Cash and equivalents increased $27 million primarily as a result of
cash flow from operations, offset partially by cash used by investing
activities, including the purchase of a new NIKE-owned subsidiary, and
cash used by financing activities, primarily the purchase of 1,000,000
shares of NIKE stock under the stock repurchase program announced in
July 1993.
The increase in accounts receivable of $73 million was due to
sales growth in both October and November over last May's comparable two
month period.
Overall inventories decreased $11 million since May 31. Gross U.S.
footwear inventory is down $33 million and gross U.S. apparel inventory
is down $4 million, however, international inventories have increased
$25 million, primarily due to new NIKE-owned
subsidiaries.
During the quarter, the Company announced a 25% increase in the
quarterly cash dividend to $0.25 per share from the previous $0.20 per
share.
Subsequent to November 30, 1994, the Company has commenced
an offer to purchase all of the outstanding shares of Canstar Sports,
Inc., the world's largest hockey equipment manufacturer for Canadian
$27.50 per share in cash. The total value of the proposed transaction
is approximately U.S.$395 million. The Company also announced that
it entered into an agreement with the principal shareholders, who
together represent 46% of Canstar's shares, to acquire those shares for
the same price. The acquisition is subject to regulatory approval and
other customary conditions.
The debt to equity ratio at November 30, 1994 was .4:1 compared to
.4:1 at May 31, 1994 and .3:1 at November 30, 1993. Management believes that
funds generated by operations, together with currently available resources,
will adequately finance anticipated fiscal 1995 expenditures. At
November 30, 1994, the Company had $300 million available in committed
unused lines of credit.
Part II - Other Information
Item 1. Legal Proceedings:
There have been no material changes from the information previously
reported under Item 3 of the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1994.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits:
3.1 Restated Articles of Incorporation, as amended (incorporated
by reference from Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended May 31, 1988 and
Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended August 31, 1990).
3.2 Second Restated Bylaws, as amended (incorporated by reference
from Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended May 31, 1993).
4.1 Articles IV, VI, VII, VIII and X of the Restated Articles of
Incorporation, as amended (see Exhibit 3.1).
4.2 Articles II, III, VII, IX and X of the Second Restated Bylaws, as
amended (see Exhibit 3.2).
10.1 Credit Agreement dated as of June 1, 1991 among NIKE, Inc.,
The First National Bank of Chicago, individually and as Agent,
and the other banks party thereto (incorporated by reference
from the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1991).
10.2 Amendment No. 2 to Credit Agreement dated as of November 7, 1994
extending the termination date of the revolving credit facility
in Exhibit 10.1 to November 30, 1996.
10.3 Form of non-employee director Stock Option Agreement (incorporated
by reference from Exhibit 10.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1993).*
10.4 Form of Indemnity Agreement entered into between the Company and
each of its officers and directors (incorporated by reference from
the Company's definitive proxy statement filed in connection with
its annual meeting of shareholders held on September 21, 1987).
10.5 NIKE, Inc. Restated Employee Incentive Compensation Plan
(incorporated by reference from Registration Statement No. 33-29262
on Form S-8 filed by the Company on June 16, 1989).*
10.6 NIKE, Inc. 1990 Stock Incentive Plan (incorporated by reference
from the Company's definitive proxy statement filed in connection
with its annual meeting of shareholders held on September 17, 1990)*
10.7 Collateral Assignment Split-Dollar Agreement between NIKE, Inc.
and Philip H. Knight dated March 10, 1994 (incorporated by
reference from Exhibit 10.7 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1994).*
27 Financial Data Schedule
* Management contract or compensatory plan or arrangement.
(b) The following report on Form 8-K was filed by the Company during
the second quarter of fiscal 1995:
Form 8-K September 19, 1994 ITEM 5. OTHER EVENTS. Press Release
regarding first
quarter earnings.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
NIKE, Inc.
An Oregon Corporation
BY: s/Robert S. Falcone
________________________
Robert S. Falcone
Vice President,
Chief Financial Officer
DATED: January 17, 1995