SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K 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 17, 2001 - -------------------------------------------------------------------------------- VENATOR GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York No. 1-10299 13-3513936 - -------------------------------- ------------------------ ----------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 112 West 34th Street, New York, New York 10120 - --------------------------------------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 720-3700 --------------
Item 5. Other Events. On May 17, 2001 the Registrant reported operating results for the quarter ended May 5, 2001. (See Exhibit 99, which, in its entirety, is incorporated herein by reference.) Item 7. Financial Statements and Exhibits. (c) Exhibits In accordance with the provisions of Item 601 of Regulation S-K, an index of exhibits is included in this Form 8-K on page 3. 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 being hereunto duly authorized. VENATOR GROUP, INC. ----------------------------- (Registrant) Date: May 17, 2001 By:/s/ Bruce L. Hartman ----------------------------- Bruce L. Hartman Senior Vice President and Chief Financial Officer 2
VENATOR GROUP, INC. INDEX OF EXHIBITS FURNISHED IN ACCORDANCE WITH THE PROVISIONS OF ITEM 601 OF REGULATION S-K Exhibit No. in Item 601 of Regulation S-K Description - ----------------------- --------------- 99 News Release dated May 17, 2001 3
Exhibit 99 N E W S R E L E A S E CONTACT: Peter D. Brown Vice President, Investor Relations and Corporate Development Venator Group, Inc. (212) 720-4254 VENATOR GROUP REPORTS FIRST QUARTER RESULTS -Adjusted earnings per share increased to $0.24 from $0.20 last year- - Adjusted operating profit increases 20% - NEW YORK, NY, May 17, 2001 - Venator Group, Inc. (NYSE: Z), the New York-based specialty athletic retailer, today reported financial results for its first quarter ended May 5, 2001. Adjusted net income from operations for the first quarter was $34 million, or $0.24 per share. This compares with $27 million, or $0.20 per share, from adjusted operations for the first quarter last year, which included after-tax real estate gains and other income of $6 million or $0.04 per share. Adjusted operating profit for the first quarter of 2001 increased 20 percent to $77 million from $64 million for the first quarter of 2000. Sales from adjusted operations for the quarter were $1,055 million compared with $1,016 million in the year-earlier period, which reflects a comparable-store sales increase of 4.8 percent. "We are pleased with our first quarter operating results, as we continued to benefit from increased sales, an improved gross margin rate and a lower expense rate," stated Matthew D. Serra, Venator Group's President and Chief Executive Officer. "These improved operating efficiencies have allowed us to produce strong flow-through to operating profits from increased sales." Mr. Serra continued, "We also made significant progress in the first quarter of 2001 implementing key strategic objectives. We believe that we are well positioned to generate further profitable sales growth. At this time, we are comfortable that we can achieve adjusted earnings per share in the second quarter 2001 between $0.12 and $0.14 per share, and for the full year 2001 between $0.90 and $0.94 per share." At May 5, 2001 the Company operated 3,559 athletic stores in 14 countries in North America, Europe and Australia. The Company opened 11 stores and remodeled/relocated 28 stores during the quarter. Additionally, the Company closed 34 stores. The Company is hosting a live conference call at 10:00 am (ET) on Thursday, May 17, 2001 during which senior management of the Company will discuss the Company's performance in the quarter, and provide guidance with regard to its earnings outlook for the second quarter and full year 2001. This conference call may be accessed live from the Investor Relations section of the Venator Group website at http://www.venatorgroup.com. The webcast conference call will be available for replay until 5:00 pm on Tuesday, May 22, 2001. 4
Results are presented on an adjusted basis to facilitate comparison. Adjusted comparisons are from continuing operations and exclude the operations and disposition of non-core businesses noted below and the operations of the accelerated store closings for all periods presented. The reported results for all operations are attached to this press release. Businesses disposed or held for disposal: The San Francisco Music Box Company, Foot Locker Outlets, Going To The Game, Randy River, Foot Locker Japan and Burger King franchises. Disclosure Regarding Forward-Looking Statements This press release contains forward-looking statements, which reflect management's current views of future events and financial performance. These forward-looking statements are based on many assumptions and factors detailed in the Company's filings with the Securities and Exchange Commission, including the effects of currency fluctuations, customer demand, fashion trends, competitive market forces, uncertainties related to the effects of competitive products and pricing, customer acceptance of the Company's merchandise mix and retail locations, economic conditions worldwide, the ability of the Company to execute its business plan effectively with regard to each of its operating units, and the ability of the Company to implement, in a timely manner, the programs and actions related to the euro issue. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. - MORE - 5
VENATOR GROUP, INC. Consolidated Statements of Operations (unaudited) Periods ended May 5, 2001 and April 29, 2000 (In millions, except per share amounts) The following are adjusted results: ------------------------------------ First Quarter ------------------------------------ Adjusted Adjusted 2001 2000 ------------------------------------ Sales $1,055 $1,016 Cost of sales 735 712 Selling, general and administrative 222 224 expenses Depreciation and amortization 38 37 Interest expense, net 4 8 Other income -- (10) ------------------------------------ 999 971 ------------------------------------ Income before income taxes 56 45 Income tax expense 22 18 ------------------------------------ Net income $34 $27 ==================================== Diluted earnings per share $0.24 $0.20 Weighted-average diluted shares outstanding 139.7 138.5 ------------------------------------ The following are reported results: First Quarter ------------------------------------ Reported Reported 2001 2000 ------------------------------------ Sales $1,072 $1,044 Cost of sales 746 733 Selling, general and administrative 231 238 expenses Depreciation and amortization 38 37 Interest expense, net 4 8 Other income -- (10) ------------------------------------- 1,019 1,006 ------------------------------------- Income from continuing operations before income 53 38 taxes Income tax expense 21 15 ------------------------------------- Income from continuing operations 32 23 (Loss) from discontinued operations, net of income -- (9) tax Income on disposal of discontinued operations, net of income tax 5 -- Cumulative effect of accounting change, net of -- (1) income tax ------------------------------------- Net income $37 $13 ===================================== Diluted earnings per share: Income from continuing operations $0.23 $0.17 Income/(Loss) from discontinued operations 0.04 (0.06) Cumulative effect of accounting change -- (0.01) ------------------------------------- Net income $0.27 $0.10 ===================================== Weighted-average diluted shares outstanding 139.7 138.5 - MORE - 6
VENATOR GROUP, INC. Supplemental Information (unaudited) Periods ended May 5, 2001 and April 29, 2000 (In millions) The following are adjusted results: ------------------------------------ First Quarter ------------------------------------ Adjusted Adjusted 2001 2000 ------------------------------------ Sales by Segment: Global Athletic Group: Retail Stores $977 $952 Direct to Customers 78 64 ------------------------------------ Total $1,055 $1,016 ==================================== Operating Results by Segment: Global Athletic Group: Retail Stores $73 $67 Direct to Customers 4 (3) ------------------------------------ Total $77 $64 ==================================== The following are reported results: First Quarter ---------------------------------- Reported Reported 2001 2000 ----------------------------------- Sales by Segment: Global Athletic Group: Retail Stores $977 $962 Direct to Customers 78 64 ----------------------------------- 1,055 1,026 Other 17 18 ----------------------------------- Total $1,072 $1,044 =================================== Operating Results by Segment: Global Athletic Group: Retail Stores $73 $64 Direct to Customers 4 (3) ----------------------------------- 77 61 Other (3) (9) ----------------------------------- Total $74 $52 =================================== - MORE - 7
VENATOR GROUP, INC. Store and Estimated Square Footage - As Adjusted (unaudited) (Square footage in thousands) ------------------------------------------------------------ May 5, February 3, January 29, 2001 2001 2000 ---------------- ----------------- ------------------ Foot Locker U.S. Number of stores 1,444 1,453 1,469 Gross square footage 5,902 5,926 5,605 Selling square footage 3,352 3,372 3,419 Lady Foot Locker Number of stores 652 662 656 Gross square footage 1,449 1,463 1,412 Selling square footage 829 839 820 Kids Foot Locker Number of stores 395 398 397 Gross square footage 953 972 942 Selling square footage 571 574 570 Champs Sports Number of stores 579 586 596 Gross square footage 3,331 3,370 3,404 Selling square footage 2,335 2,373 2,387 Foot Locker International Number of stores 489 483 477 Gross square footage 1,366 1,345 1,253 Selling square footage 768 756 682 Total Athletic Group Number of stores 3,559 3,582 3,595 Gross square footage 13,001 13,076 12,616 Selling square footage 7,855 7,914 7,878 ------------------------------------------------------------ -XXX- 8