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, 1997 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, 1997 were:
_________________
Class A 101,487,153
Class B 189,166,005
_________________
290,653,158
==========
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
NIKE, Inc.
CONDENSED CONSOLIDATED BALANCE SHEET
Nov. 30, May 31,
1997 1997
________ _______
(in thousands)
ASSETS
Current assets:
Cash and equivalents $ 139,686 $ 445,421
Accounts receivable 1,759,450 1,754,137
Inventories (Note 3) 1,448,550 1,338,640
Deferred income taxes 140,030 135,663
Prepaid expenses 188,283 157,058
__________ _________
Total current assets 3,675,999 3,830,919
__________ _________
Property, plant and equipment 1,632,029 1,425,747
Less accumulated depreciation 580,823 503,378
__________ __________
1,051,206 922,369
Identifiable intangible assets and goodwill 454,753 464,191
Deferred income taxes & other assets 201,182 143,728
__________ __________
$5,383,140 $5,361,207
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,976 $ 2,216
Notes payable 241,688 553,153
Accounts payable 495,461 687,121
Accrued liabilities 688,937 570,504
Income taxes payable 67,455 53,923
__________ __________
Total current liabilities 1,495,517 1,866,917
Long-term debt 386,235 296,020
Deferred income taxes & other liabilities 44,851 42,132
Commitments and contingencies (Note 4) - -
Redeemable Preferred Stock 300 300
Shareholders' equity:
Common Stock at stated value (Note 2):
Class A convertible-101,487 and
101,711 shares outstanding 152 152
Class B-189,166 and 187,559 shares
outstanding 2,707 2,706
Capital in excess of stated value 246,862 210,650
Foreign currency translation
adjustment (58,160) (31,333)
Retained earnings 3,264,676 2,973,663
___________ __________
3,456,237 3,155,838
___________ __________
$5,383,140 $5,361,207
========== ==========
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,
__________________ __________________
1997 1996 1997 1996
____ ____ ____ ____
(in thousands, except per share data)
Revenues $2,255,272 $2,107,034 $5,021,371 $4,388,960
_________ _________ _________ _________
Costs and expenses:
Cost of sales 1,409,522 1,277,628 3,074,987 2,639,747
Selling and administrative 593,044 530,453 1,251,960 1,059,990
Interest 17,136 10,228 34,055 22,894
Other expense (income) 6,321 (147) 19,490 8,494
________ ________ _________ _________
2,026,023 1,818,162 4,380,492 3,731,125
________ ________ _________ _________
Income before income taxes 229,249 288,872 640,879 657,835
Income taxes 88,200 112,000 246,700 254,900
________ ________ _________ _________
Net income $ 141,049 $ 176,872 $ 394,179 $ 402,935
========= ========= ========== ==========
Net income per common share(Note 2) $ 0.48 $ 0.60 $ 1.33 $ 1.36
========= ========= ========== ==========
Dividends declared per common share $ 0.12 $ 0.10 $ 0.22 $ 0.18
========= ========= ========== ==========
Average number of common and
common equivalent shares (Note 2) 296,721 297,022 297,110 296,693
========= ========= ========== ==========
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,
_________________
1997 1996
____ ____
(in thousands)
Cash provided (used) by operations:
Net income $394,179 $402,935
Income charges (credits) not
affecting cash:
Depreciation 88,058 58,199
Deferred income taxes and
purchased tax benefits (8,765) (5,910)
Other 15,237 11,742
Changes in other working capital
components (199,655) (341,950)
________ _______
Cash provided by operations 289,054 125,016
________ _______
Cash (used) provided by investing activities:
Additions to property, plant and
equipment (241,999) (187,579)
Disposals of property, plant and
equipment 5,369 19,353
Increase in other assets (50,763) (25,476)
Decrease in other liabilities (10,742) (9,652)
_______ _______
Cash used by investing activities (298,135) (203,354)
_______ _______
Cash provided (used) by financing activities:
Additions to long-term debt 101,295 99,789
Reductions in long-term debt
including current portion (1,118) (10,023)
Decrease in notes payable (311,465) (27,710)
Proceeds from exercise of options 17,699 13,242
Repurchase of stock (33,162) --
Dividends paid - common and preferred (57,978) (43,153)
_______ _______
Cash provided (used) by financing
activities (284,729) 32,145
_______ _______
Effect of exchange rate changes on cash (11,925) 8,606
_______ _______
Effect of May 1996 cash flow activity for certain
subsidiaries (Note 5) -- 43,004
_______ _______
Net (decrease) increase in cash and equivalents (305,735) 5,417
Cash and equivalents, May 31, 1997 and 1996 445,421 262,117
_______ _______
Cash and equivalents, November 30, 1997
and 1996 $139,686 $267,534
======== ========
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 three (3) and six (6) months ended November 30, 1997 are not
necessarily indicative of results to be expected for the entire year.
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).
On October 23, 1996 the Company issued additional shares in connection
with a two-for-one stock split effected in the form of a 100% stock dividend
on outstanding Class A and Class B common stock. The per common share amounts
in the Consolidated Financial Statements and accompanying notes have been
adjusted to reflect this stock split.
NOTE 3 - Inventories:
___________
Inventories by major classification are as follows:
Nov. 30, May 31,
1997 1997
________ ________
(in thousands)
Finished goods $1,372,080 $1,248,401
Work-in-process 36,129 50,245
Raw materials 40,341 39,994
________ ________
$1,448,550 $1,338,640
======== ========
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.
NOTE 5 - Change in year-end of certain subsidiaries:
__________________________________________
Prior to fiscal year 1997, certain of the Company's non-U.S.
operations reported their results of operations on a one month lag
which allowed more time to compile results. Beginning in the first
quarter of fiscal year 1997, the one month lag was eliminated. As a
result, the May 1996 charge from operations for these entities of
$4.1 million was recorded to retained earnings in the first
quarter of fiscal year 1997.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Operating Results
_________________
Net income for the second quarter of fiscal year 1998 decreased 20% to
$141.0 million or $0.48 per share compared to $176.9 million or $0.60
per share last year. Year to date, net income was $394.2
million or $1.33 per share compared to $402.9 million or $1.36 per share
last year, a decrease of two percent. Revenues increased seven percent
(14% year to date) over the prior year's second quarter, rising to $2.3
billion for the quarter from $2.1 billion last year. Gross margins for
the quarter were 37.5 percent of sales and 38.8 percent year to date,
compared to 39.4 percent and 39.9 percent last year, respectively.
Selling and administrative expenses were 26.3 percent of second quarter
revenues, compared to 25.2 percent last year, and 24.9 percent year to
date compared with 24.2percent for the prior year.
Revenues increased $148.2 million for the quarter and $632.4 million
year-to-date, which represents a seven percent and 14% increase over
last year's revenues, respectively. Non-U.S. brand revenues, which
represent the majority of the growth, increased 14% for the quarter and
30% on a year-to-date basis over the prior year. Had the dollar
remained constant with that of the prior year, non-U.S. revenues would
have increased 24% for the quarter and 41% on a year-to -date basis.
For the quarter, Europe increased five percent (17% on a constant dollar
basis), Asia Pacific increased 18% (28% on a constant dollar basis),
with the largest country, Japan, increasing 24% (35% on a constant
dollar basis), and the Americas (which includes Canada and Latin
America) increased 40% (42% on a constant dollar basis). Year
to date, Europe increased 20% (34% on a constant dollar basis), Asia
Pacific increased 39% (49% on a constant dollar basis), Japan
increased 58% (71% on a constant dollar basis), and the Americas
increased 48% (50% on a constant dollar basis).
Total U.S. brand revenues increased two percent for the quarter and six
percent year to date compared to the prior year. U.S. apparel revenues
increased 12% in the quarter and 17% on a year-to-date basis. Training,
the largest apparel category, increased four percent in the quarter.
The key apparel growth categories of golf, running, outdoor and soccer
all experienced double-digit increases in the quarter. U.S. footwear
revenues were down three percent in the quarter and increased one
percent on a year-to-date basis. The primary reason for the decline in
U. S. footwear revenues for the quarter and relative flat comparison on
a year-to-date basis is due to the relative slow down in the U.S. retail
markets as well as the difficult comparison against significant growth
rates experienced in the prior periods and the resulting increased
revenue base. For the quarter, basketball revenues, including the
Jordan brand, increased nine percent; running, after almost three years
of double-digit quarterly gains, was down nine percent; training
declined 15%, while soccer and golf posted increases of 106% and 94%,
respectively.
Other and Other Brands, which includes NIKE brand equipment, Bauer Inc.,
Cole Haan, Sports Specialties, and Tetra Plastics, increased 13% to
$158.6 million for the quarter and five percent to $307.0 million year
to date. The increase for the quarter and year to date was primarily
due to NIKE brand equipment increases against a relatively small base
partially offset by a decline in the Other Brands.
The Company expects total revenue growth for fiscal 1998 to be slightly
higher than the prior year. The reduced level of growth
rates compared with recent years reflects the sluggish U.S. retail
environment and the significant downturn in the Asian markets, offset by
growth in Europe and the Americas.
The breakdown of revenues follows:
Three Months Ended Six Months Ended
November 30, November 30,
1997 1996 % Change 1997 1996 % Change
____ ____ ___ ____ ____ ___
(in thousands)
U.S. Footwear $ 787,635 $ 814,861 -3% $1,843,667 $1,816,454 1%
U.S. Apparel 418,260 372,571 12 843,501 718,772 17
__________ __________ __________ _________
Total United States 1,205,895 1,187,432 2 2,687,168 2,535,226 6
__________ __________ __________ _________
Non-U.S. Footwear 545,161 517,229 5 1,314,782 1,065,767 23
Non-U.S. Apparel 345,594 262,021 32 712,446 494,360 44
__________ __________ __________ _________
Total Non-U.S. 890,755 779,250 14 2,027,228 1,560,127 30
__________ __________ __________ _________
Other & Other Brands 158,622 140,352 13 306,975 293,607 5
__________ __________ _________ _________
Total Revenues $2,255,272 $2,107,034 7% $5,021,371 $4,388,960 14%
========== ========== === ========= ========= ===
The reduction in gross margins as a percentage of revenues, compared
with the prior year's second quarter, was primarily attributable to a
higher percentage of close-out product sales and, to a lesser extent,
higher levels of research, design and development costs. The increased
mix of close-out product sales compared to total sales is a result of
increased inventory levels from the sudden slow-down in key Asian
markets, the sluggish U.S. retail environment and European sales
returning to a more normal level of close-out sales as a percentage of
total sales. Management expects the fiscal 1998 gross margin percentage
to be lower than the prior year, primarily due to higher levels of
close-out sales and increased sales of lower priced products, higher
product costs and increased spending on infrastructure to support the
higher levels of operations.
Selling and administrative expenses increased $62.6 million over the
previous year's second quarter and $192.0 million year-to-date. The
majority of the increase wass attributable to planned increased spending
to support the long-term growth in the business, including personnel -
and other infrastructure-related costs and endorsement contracts. The
Company continues to invest in long-term growth plans, more
predominately outside the U.S., and expects that selling and
administrative expenses as a percentage of revenues will be higher than
the prior year.
Interest expense increased for both the quarter and year-to-date over
the prior year due to increased short-term borrowings for growing
operations, predominately outside the U.S., financing increased
inventories and receivables. Other expense increased a net
$6.5 million for the quarter due to non-recurring income items
experienced in the prior year, principally a promotional event in Japan
and conversion gains on foreign transactions.
Worldwide futures and advance orders for NIKE Brand athletic footwear
and apparel scheduled for delivery from December 1997 through April 1998
totaled $4.2 billion, one percent lower than such orders for the same
period last year. These orders and the percentage change in these orders
are not necessarily indicative of the change in revenues which the
Company will experience for subsequent periods. This is due to
potential shifts in the mix of advance futures orders in relation to at
once orders and varying cancellation rates. Finally exchange rate
fluctuations will also cause differences in the comparisons. The
relative flat rate of growth in futures compared with the same period
last year is a result of lower than expected orders in the Asian
markets, most notably Japan, difficult growth comparisons against high
prior year base levels and the sluggish U.S. retail environment.
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
The Company's financial position remained strong at November 30, 1997.
Compared to May 31, 1997, total assets were relatively unchanged at $5.4
billion while shareholder's equity increased $300 million to $3.5 billion.
Working capital increased $216 million, to $2.2 billion, and the Company's
current ratio increased to 2.5 at November 30, 1997 from 2.1 at 1997
fiscal year-end. The increase in working capital was due to higher
inventory levels resulting from the slowdown in the Asian economies and an
increase in order cancellations coupled with the shift in debt from
short-term to long-term.
Cash provided by operations was $289 million for the six months ended
November 30, 1997, an increase of $164 million over last year's first
six months, primarily due to decreased working capital requirements as a
result of lower growth rates in the U.S. compared to the first six months
of fiscal 1997.
Additions to property, plant and equipment for the first six months of
fiscal 1998 were $242 million. Additions in the U.S. totaled $102
million due to continued overall expansion of U.S. operations which included
warehouse locations, world headquarters expansion, management information
systems and the continued development of NIKETOWN retail locations. Outside
the U.S., additions totaled $131 million and was largely attributable to the
development and expansion of new and existing warehouse facilities. In
addition to the increases in property, plant and equipment, other assets
increased from May 31, 1997 due, in large part, to advance payments made in
the first quarter for long-term endorsement contracts.
Additions to long-term debt totaled $101 million for the first six months
of fiscal 1998. In fiscal 1997 the Company filed a shelf registration with
the Securities and Exchange Commission for the sale of up to $500 million
of debt securities. Under this program, the Company issued $100 million
medium term notes in the first quarter of fiscal 1998, maturing in three
to five years. The proceeds were swapped into Dutch Guilders and
the Company used this long-term fixed rate debt financing, in addition to
excess cash, to pay down the Company's European short-term debt. This
resulted in a net reduction of $311 million in notes payable in the first
two quarters of fiscal 1998.
Management believes that significant funds generated by operations, together
with access to sufficient sources of funds, will adequately meet its
anticipated operating, global infrastructure expansion and capital needs.
Significant short and long-term lines of credit are maintained with banks
which, along with cash on hand, provide adequate operating liquidity.
Liquidity is also provided by the Company's commercial paper program under
which there was $0 outstanding at November 30, 1997.
During the quarter, the Company announced that its Board of Directors
approved a plan to repurchase a maximum of $1 billion shares of NIKE Class B
Common Stock over a period of up to four years. Funding has, and is
expected to continue to, come from operating cash flow in potential
combination with short or medium-term borrowings. The timing and
the amount of shares purchased will be dictated by working capital needs
and stock market conditions. As of November 30, 1997, the Company had
purchased a total of 21.4 million shares for approximately $341.9 million
in the open market in conjunction with the $450 million share repurchase
program previously approved in July 1993. During the second quarter, the
Company purchased a total of 801,400 shares, for approximately $40.2 million.
During the quarter the Company announced a 20% increase in the quarterly cash
dividend to $.12 per share from the previous $.10 per share.
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, 1997.
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 Quarterly Report on
Form 10-Q for the fiscal quarter ended August 31, 1995).
3.2 Third Restated Bylaws, as amended (incorporated by reference
from Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1995).
4.1 Restated Articles of Incorporation, as amended (see Exhibit 3.1).
4.2 Third Restated Bylaws, as amended (see Exhibit 3.2).
4.3 Form of Indenture between the Company and The First National Bank
of Chicago, as Trustee (incorporated by reference from Exhibit
4.01 to Amendment No. 1 to Registration Statement No. 333-15953)
filed by the Company on November 26, 1996.
4.4 Officers' Certificate establishing the terms of the Company's
6-3/8% Notes Due December 1, 2003 (incorporated by reference
from Exhibit 4.1 to the Company's Current Report on Form 8-K
dated December 10, 1996).
4.5 Form of 6-3/8% Note due December 1, 2003 (incorporated by
reference from Exhibit 4.2 to the Company's Current Report on
Form 8-K dated December 10, 1996).
4.6 Form of Officers' Certificate establishing the terms of
the Company's Fixed Rate Medium-Term Note and Floating Rate
Medium-Term Note (incorporated by reference from Exhibit 4.1
to the Company's Current Report on Form 8-K dated April 23, 1997).
4.7 Form of Fixed Rate Medium-Term Note (incorporated by reference
from Exhibit 4.2 to the Company's Current Report on Form 8-K
dated April 23, 1997).
4.8 Form of Floating Rate Medium-Term Note (incorporated by reference
from Exhibit 4.3 to the Company's Current Report on Form 8-K
dated April 23, 1997).
10.1 Credit Agreement dated as of September 15, 1995 among NIKE, Inc.,
Bank of America National Trust & Savings Association,
individually and as Agent, and the other banks party thereto
(incorporated by reference from the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended August 31, 1995).
10.2 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).*
10.3 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).
10.4 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).*
10.5 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 22, 1997).*
10.6 NIKE, Inc. Long-Term Incentive Plan (incorporated by reference
from the Company's definitive proxy statement filed in connection
with its annual meeting of shareholders held on September 22, 1997).*
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 he fiscal year ended May 31, 1994).*
10.8 NIKE, Inc. Executive Performance Sharing Plan (incorporated
by reference from the Company's definitive proxy statement filed
in connection with its annual meeting of shareholders held on
September 18, 1995).*
12.1 Computation of Ratio of Earnings to Charges.
27 Financial Data Schedule.
* Management contract or compensatory plan or arrangement.
(b) The following reports on Form 8-K were filed by the Company during
the second quarter of fiscal 1998: NONE
SIGNATURES
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.
NIKE, Inc.
An Oregon Corporation
BY: /s/ Robert E. Harold
________________________
Robert E. Harold
Chief Financial Officer
DATED: January 14, 1998