SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K / A
AMENDMENT TO CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 7, 2000
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FOOTSTAR, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-11681 22-3439443
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
933 MacArthur Boulevard, Mahwah, New Jersey 07430
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 934-2000
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<PAGE>
EXPLANATORY NOTE
The undersigned Registrant hereby amends Item 7 of its Current Report on
Form 8-K filed on March 22, 2000.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Filed as a part of this report are the following required financial
statements for the Acquired Just For Feet Business: (i) Independent
Auditors' report, (ii) Historical Summary of Revenues and Direct Operating
Expenses for the fiscal year ended January 29, 2000, (iii) Historical
Summary of Assets Acquired and Liabilities Assumed as of January 29, 2000
and (iv) Notes to Historical Summaries.
(b) Pro Forma Financial Information.
Filed as a part of this report is the pro forma financial
information relative to the acquisition of the Acquired Just For Feet
Business.
(c) Exhibits
23.1 Consent of KPMG LLP
SIGNATURE
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 hereunto duly authorized.
FOOTSTAR, INC.
Dated: May 22, 2000 By: /s/ CARLOS E. ALBERINI
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Name: Carlos E. Alberini
Title: Senior Vice President and Chief
Financial Officer
2
<PAGE>
INDEX TO STATEMENTS
The Acquired Just For Feet Business Financial Statements:
Independent Auditors' Report 4
Historical Summary of Revenues and Direct Operating
Expenses for the fiscal year ended January 29, 2000 5
Historical Summary of Assets Acquired and Liabilities
Assumed as of January 29, 2000 6
Notes to Historical Summaries 7
Footstar, Inc. Consolidated Pro Forma Financial Information:
Overview of Acquisition 17
Financial Statement Information 17
Pro Forma Revenues 18
3
<PAGE>
Independent Auditors' Report
The Management of the
Acquired Just For Feet Business:
We have audited the accompanying historical summary of assets acquired and
liabilities assumed by Footstar, Inc. on March 7, 2000 from Just For Feet, Inc.
as of January 29, 2000, and the related historical summary of revenues and
direct operating expenses for the year then ended ("Historical Summaries").
These Historical Summaries are the responsibility of the Company's management.
Our responsibility is to express an opinion on these Historical Summaries based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the historical summaries are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the historical summaries. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall historical summaries presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summaries were prepared for the purpose of complying
with the rules and regulations of the Securities and Exchange Commission and for
inclusion in Form 8-K of Footstar, Inc., as described in note 1. The
presentation is not intended to be a complete presentation of the Acquired Just
For Feet Business financial position, results of operations, or cash flows.
In our opinion, the Historical Summaries referred to above present fairly, in
all material respects, the assets acquired and liabilities assumed by Footstar,
Inc. as of January 29, 2000, and its revenues and direct operating expenses for
the year then ended, as described in note 1, in conformity with generally
accepted accounting principles.
May 17, 2000
Short Hills, New Jersey /s/ KPMG LLP
4
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Historical Summary of Revenues and Direct Operating Expenses
Fiscal Year ended January 29, 2000
(Dollars in Thousands)
Net sales $ 469,276
Cost of sales 346,809
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Gross profit 122,467
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Direct operating expenses:
Store operating 124,979
Store rent 29,528
Store opening 2,231
Depreciation 9,330
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Total direct operating expenses 166,068
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Direct operating expenses in excess of revenues before
cumulative effect of change in accounting principle (43,601)
Cumulative effect of change in accounting principle (121)
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Direct operating expenses in excess of revenues $ (43,722)
==========
See accompanying notes to Historical Summaries.
5
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Historical Summary of Assets Acquired
and Liabilities Assumed
January 29, 2000
(Dollars in Thousands)
Assets acquired:
Current assets:
Cash at stores $ 159
Merchandise inventories 90,299
Other current assets 1,086
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Total current assets 91,544
Property and equipment, net 71,792
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Total assets acquired 163,336
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Liabilities assumed:
Current liabilities - accrued expenses 1,245
Deferred lease rentals 10,411
Other long-term liabilities 1,693
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Total liabilities assumed 13,349
Commitments and contingencies (notes 3, 4, 5, 6, 7 and 8)
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Net assets acquired $149,987
========
See accompanying notes to Historical Summaries.
6
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
(1) Basis of Presentation
General
On March 7, 2000, Footstar, Inc. ("Footstar") acquired certain assets of
Just For Feet, Inc. ("JFF") including the Just For Feet trade name, 76
Just For Feet superstore leases, 3 superstores, 23 specialty retail store
leases, store related furniture, fixtures, equipment and leasehold
improvements, the Internet business, corporate computer systems and
equipment and the corporate headquarters building and land located in
Birmingham, Alabama (collectively, "the Acquired Just For Feet Business"
or Company), pursuant to an Asset Purchase Agreement dated February 16,
2000 (the "Agreement"). Footstar also assumed certain liabilities
associated with the business principally relating to customer promotional
programs and store lease obligations. The assets used in such business
principally include inventories and store property and equipment. The
acquisition cost was approximately $64 million in cash, inclusive of $8.9
million of inventory acquired as discussed in note 8. Additional
adjustments to the purchase price may result from closing adjustments and
physical inventory counts.
The accompanying historical summaries present the acquired assets and
liabilities assumed as of January 29, 2000, and the revenues and direct
operating expenses for the fiscal year ended January 29, 2000 for the
Acquired Just For Feet Business ("Historical Summaries") pursuant to the
Agreement. This presentation is not intended to be a complete
presentation of the Acquired Just For Feet Business financial position,
results of operations or cash flows.
Historically, the Acquired Just For Feet Business had no separate legal
status as it was operated as an integral part of JFF's overall operations
which at its peak in fiscal 1999 included a total of approximately 360
stores. Under JFF's centralized cash management system, cash requirements
of the business were generally provided directly by JFF, and cash
generated by the Company was generally remitted directly to JFF.
Transaction systems (e.g., payroll, employee benefits, accounts payable,
debt) used to record and account for cash disbursements were provided by
centralized JFF corporate systems. Most of these corporate systems are
not designed to track assets/liabilities and receipts/payments on a store
specific basis. As a result, separate financial statements of the Company
were not prepared. The accompanying Historical Summaries have been
prepared from the historical accounting records of JFF and present assets
acquired and liabilities assumed as of January 29, 2000, and the revenues
and direct operating expenses of the stores acquired for the fiscal year
ended January 29, 2000.
7
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
The acquired stores were an integral component of JFF's overall business
and all corporate related income and expenses including corporate
overhead, such as common costs, corporate building costs, data
processing, administrative, accounting, interest expense and income, and
income taxes incurred by JFF have not been allocated to the respective
stores comprising the business in the accompanying historical summary of
revenues and direct operating expenses. Such corporate related income and
expenses have been excluded from the historical summary of revenues and
direct operating expenses as these items are not incurred or negotiated
on a specific store basis and a basis for allocation was not
determinable. These Historical Summaries are not necessarily indicative
of the costs and expenses that would have been incurred had the business
been operated as a stand-alone entity or the future operating results of
the business acquired.
(2) Summary of Significant Accounting Policies
Description of Business
The Acquired Just For Feet Business is a national retailer of name brand
athletic and outdoor footwear and apparel for men, women and children
organized and managed in both an off-mall superstore and in-mall smaller
specialty store concept. The Acquired Just For Feet Business includes the
operations of 79 superstores and 23 specialty stores.
Fiscal Year
The Company operated under the standard fiscal year of the retail
industry which is a 52/53 week period ending on the Saturday closest to
January 31. As a result, the most recent fiscal year ended on January 29,
2000 (fiscal 1999).
8
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THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
Merchandise Inventories
Merchandise inventories consist of athletic and outdoor footwear and
apparel and are valued at the lower of cost or market using the weighted
average cost method. Store specific costs associated with certain
purchasing and merchandise handling activities in the amount of $7.0
million at January 29, 2000 are included in inventories. As a result of
the Company's inability to reasonably allocate corporate related costs on
a store specific basis and its determination that such costs were
unrecoverable due to the Chapter 7 bankruptcy and liquidation sale
subsequent to January 29, 2000, corporate related costs have not been
reflected within merchandise inventories as of January 29, 2000.
Property and Equipment
Property and equipment are stated at cost. Depreciation and amortization
are computed using the straight-line method over the lesser of the
estimated useful lives of the related assets or the relevant lease term.
Estimated useful lives range from three to five years for corporate
computer systems and equipment, two to ten years for furniture, fixtures
and equipment, three to five years for store vendor booths, up to 20
years for leasehold improvements, and up to 39 years for corporate
building and warehouse and store facilities. Maintenance and repairs are
expensed as incurred. Renewals and betterments, which extend the useful
lives of assets, are capitalized.
Revenue Recognition
Revenues from retail sales are recognized at the time of sale. The
Company maintains an incentive program for frequent buyers of footwear.
Estimated future costs associated with providing incentives under this
program are included in accrued expenses.
9
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
Advertising
The Company expenses the cost of advertising as incurred within store
operating expenses. JFF previously allocated vendor co-op and advertising
agency credits to reduce JFF's total store operating expenses and cost of
sales. These credits are not reflected as a reduction of cost of sales
and store operating expenses in the accompanying historical summary of
revenues and direct operating expenses since (a) vendor co-op and
advertising agency credits are accounted for at the corporate level and
not earned or negotiated on a store specific basis, (b) a basis for
allocation was not determinable, and (c) JFF determined that a
significant portion of such credits be reserved for due to the Chapter 7
bankruptcy and liquidation sale subsequent to January 29, 2000.
Advertising expense included in store operating expense for fiscal 1999
is $46.4 million.
Change in Accounting Principle - Store Opening Costs
Store opening costs represent costs principally for pre-opening employee
salaries and travel which are incremental and directly attributable to
the opening of a new store. Effective January 31, 1999, JFF adopted
Statement of Position No. 98-5, "Reporting on the Cost of Start-Up
Activities" (the SOP), which requires that costs of start-up activities
and organization costs be expensed as incurred. JFF previously expensed
start-up costs for new stores in the month that the new store opened. The
cumulative effect of this change in accounting principle resulted in a
net charge to direct operating expenses in excess of revenues of
approximately $121,000.
Deferred Lease Rentals
Rent expense for operating leases that contain scheduled rent increases
is recognized for financial reporting purposes on the straight-line
method. Consequently, amounts that have been expensed for financial
reporting purposes, but not yet paid, are reflected as deferred lease
rentals in the accompanying historical summary of assets acquired and
liabilities assumed.
Segment Information
Statement of Financial Accounting Standards ("SFAS") No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
defines segments as components of an enterprise about which separate
financial information is available that is evaluated by the chief
operating decision maker in deciding how to allocate operating resources
in assessing performance. Under SFAS No. 131, the superstore and
specialty store concepts represent two operating segments that have been
aggregated for financial reporting purposes.
10
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
Impairment of Assets
The Company continually evaluates its investment in long-lived assets
used in operations for impairment based on judgments as to the
undiscounted cash flows of individual stores in accordance with SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Assets
to Be Disposed Of." Based on these reviews, which assumed the Company's
assets would continue to be used in its operations and not be liquidated
under Chapter 7 bankruptcy, there were no adjustments to the carrying
value of long-lived assets at January 29, 2000. Write-off adjustments to
property and equipment resulting from the Chapter 7 bankruptcy and
liquidation sale subsequent to January 29, 2000 have not been reflected
in the accompanying Historical Summaries.
Fair Value of Financial Instruments
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires certain disclosures for financial instruments for which it is
practicable to estimate the fair value. The Company's financial
instruments consist of cash at stores and accrued expenses. The fair
value of each of the Company's financial instruments approximates the
carrying values reflected in the accompanying historical summary of
assets acquired and liabilities assumed at January 29, 2000, primarily
because of the short-term nature of these instruments.
Concentration Risks
The Company's business is dependent to a significant degree upon its
ability to purchase brand-name merchandise at competitive prices. For
fiscal 1999, approximately 50% of the Company's merchandise was purchased
from four vendors. The loss of key vendors, such as Nike, Adidas, New
Balance and Reebok, could have a material adverse effect on the Company's
business.
During fiscal 1999, approximately 81% of the Company's sales were
comprised of athletic and outdoor footwear. The remaining sales were
principally apparel and accessories.
Accounting Estimates
The preparation of historical summaries in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of
11
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
the historical summaries and the reported amounts of revenues and direct
operating expenses during the reported period. Actual results may differ
from those estimates.
(3) Property and Equipment
Property, plant and equipment represents assets acquired and excludes all
collateralized assets. Collateralized assets principally include store
related fixtures, shelving and point-of-sale equipment with a historical
cost basis of approximately $17.1 million. The historical summary of
revenues and direct operating expenses includes depreciation and
amortization for owned and collateralized assets related to direct store
operations of $8.1 million and $1.2 million, respectively. Depreciation
and amortization expense in the amount of $3.1 million related to the
corporate assets listed below has been excluded from the historical
summary of revenue and direct operating expenses as indicated in note 1.
See note 8 for events subsequent to January 29, 2000 relating to
collateralized assets. Property and equipment is summarized as follows
(in thousands):
Land $ 1,534
Corporate building and warehouse 8,882
Corporate computer systems and equipment 15,219
Corporate furniture, fixtures and equipment 2,166
Store facilities 5,942
Store land 2,000
Store furniture, fixtures and equipment 27,921
Store leasehold improvements 33,685
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97,349
Accumulated depreciation and amortization 25,557
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Property and equipment, net $71,792
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12
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
(4) Accrued Expenses
Accrued expenses consist of the current portion of the family plan and
other customer obligations in the amount of $1.2 million.
The family plan liability represents an estimated liability for JFF's
"13th pair is free" promotional program. This program provides customers
with a free pair of shoes at a value equal to the average purchase price
of the 12 purchased pairs of shoes during a consecutive four-year period.
Other customer obligations principally represent gift certificate
liabilities.
Footstar is voluntarily honoring and continuing to offer the customer
promotional obligations.
(5) Operating Lease Commitments
The Company leases certain store facilities, land, fixtures and equipment
under agreements that are accounted for as operating leases. Lease terms
range from approximately 3 years to 20 years. Certain leases contain
renewal options and provide for future rent increases based upon
increases in the Consumer Price Index. At January 29, 2000, future annual
minimum lease payments under operating leases with remaining terms in
excess of one year are as follows (in thousands):
2000 $ 28,583
2001 28,436
2002 28,863
2003 28,472
2004 27,363
Thereafter 242,819
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Total $384,536
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13
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
Certain future minimum lease payments regarding leased store fixtures and
equipment have not been included in the above table as the Company has
not assumed this obligation under the Agreement. See note 8 for events
subsequent to January 29, 2000. Total rent expense under all operating
leases was as follows (in thousands):
Minimum rentals $29,352
Contingent rentals based on sales volume 176
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Total $29,528
=======
As of January 29, 2000, JFF was in default on certain store lease and
store equipment lease agreements as a result of failing to pay rent
obligations for the period November 1, 1999 to January 29, 2000. Under
the terms of the Agreement, Footstar assumed such leases free of such
defaults, and accordingly, does not expect these events of default and
related penalties to materially impact the historical summary of revenues
and direct operating expenses (see note 8).
(6) Retirement Savings Plan
In June 1998, JFF adopted a defined contribution retirement savings plan
(the Plan) under Section 401(k) of the Internal Revenue Code. All
employees at least 18 years of age who have completed one year of service
with 1,000 hours or more were eligible to participate in the Plan.
Employees elect contribution percentages of up to 20% of annual
compensation, as well as the investment options for their contributions.
JFF made matching contributions on behalf of each participant of up to
25% of the first 6% of each participant's contribution to the Plan. The
Plan also allows for a supplemental matching contribution of up to 25% of
the first 6% of each participant's contribution to the Plan. Matching
contributions to the Plan related to employees of the Acquired Just For
Feet Business were $57,000 for fiscal 1999. Employee contributions are
100% vested while company contributions are vested according to a
specified scale based on years of service.
Pursuant to the terms of the Agreement, Footstar has not assumed the
Plan.
14
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
(7) Litigation
During fiscal 1999 through March 15, 2000, seven lawsuits have been filed
by shareholders and others (individually and on behalf of others) against
JFF and certain of its employees and other third party service providers.
Among other things, the suits allege that various JFF financial
statements and Securities and Exchange Commission filings for the fiscal
years 1995 through fiscal 1999 contained misleading financial
information. JFF and the other named parties deny liability on the claims
(the dollar amount of which is currently unspecified) and are vigorously
defending the suits.
In the opinion of the Company, the disposition of these lawsuits and
others which may arise subsequent to March 15, 2000 relating to these
allegations should not adversely affect the accompanying Historical
Summaries of the Company. Pursuant to the terms of the Agreement,
Footstar has not assumed any pre-closing claims or resulting liabilities
from these lawsuits.
The Company is subject to ordinary routine litigation incidental to its
business. Management does not believe that the outcome of any such
litigation will have a material effect on the Company's Historical
Summaries. Pursuant to the terms of the Agreement, Footstar has not
assumed any pre-closing claims, including the lawsuits described above.
15
<PAGE>
THE ACQUIRED JUST FOR FEET BUSINESS
(Certain stores of Just For Feet, Inc.)
Notes to Historical Summaries
January 29, 2000
(8) Subsequent Events (Unaudited)
In connection with the Agreement, on March 7, 2000, Footstar also
acquired inventories in-transit and assumed the related merchandise
letters of credit in the amount of $2.3 million from JFF. Additionally,
under the terms of the Agreement, Footstar purchased the inventory on
hand of 12 superstores that were not part of the acquired stores. The
Company purchased $8.9 million of inventory at cost from these 12
superstores. Such balances have not been reflected in the accompanying
historical summary of assets acquired and liabilities assumed at January
29, 2000.
JFF leased certain fixtures and equipment under agreements that were
accounted for as operating leases. These operating leases were not
assumed as part of the Agreement. Subsequent to January 29, 2000,
Footstar has committed to purchase certain of these assets for
approximately $1.6 million from the lienholders which were previously
accounted for as operating leases. Additionally, Just For Feet, Inc.'s
collateralized store fixtures and equipment were not acquired as stated
in note 3. Subsequent to January 29, 2000, Footstar entered into an
operating lease for certain of the previously collateralized store
fixtures and equipment which require aggregate rental payments of
approximately $3.6 million. The accompanying historical summary of assets
acquired and liabilities assumed at January 29, 2000 excludes the
fixtures and equipment purchased subsequent to January 29, 2000 and the
collateralized store fixtures and equipment noted above.
Footstar is actively pursuing the sale of the corporate headquarters
building located in Birmingham, Alabama. As of May 22, 2000, no letter of
intent or contract for sale has been executed.
In addition, subsequent to January 29, 2000, the Company entered into
lease agreements for stores and is negotiating for several additional
store leases.
16
<PAGE>
FOOTSTAR, INC.
CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(Unaudited)
Overview of Acquisition
On March 7, 2000 Footstar acquired certain assets of JFF and its subsidiaries,
which had filed for Chapter 11 bankruptcy protection on November 4, 1999. JFF
was the leading operator of large-format superstores in the United States which
specialized in brand-name athletic and outdoor footwear and apparel. The assets
purchased by Footstar include 3 Just For Feet superstores, 76 Just For Feet
superstore leases, 23 specialty store leases, the Just For Feet name, the
Internet business and the corporate headquarters building located in Birmingham,
Alabama. The net cash consideration paid for the assets was $64.2 million.
Additional adjustments to the purchase price may result from closing adjustments
and physical inventory counts.
Financial Statement Information
The acquisition has been accounted for under the purchase method of accounting
for business combinations. Accordingly, Footstar's balance sheet for the first
fiscal quarter in Form 10-Q for the period ended April 1, 2000 was filed with
the SEC on May 15, 2000 and reflected the results of the acquisition. The
statement of operations in Form 10-Q included the results of the Acquired Just
For Feet Business from the period March 8, 2000 through the end of the first
fiscal quarter. The results of operations generated from the assets acquired
have been added to those of Footaction and reported as Footstar's athletic
segment. The purchase price was allocated to the acquired assets and liabilities
assumed, tangible and intangible. The acquired assets and liabilities assumed
were predominantly inventories, fixed assets and lease obligations.
Based on preliminary purchase price allocations, the excess of the fair market
value of the net assets acquired over the purchase price amounting to
approximately $15.4 million was deducted from the book values of the
non-current, non-monetary assets acquired. Additional adjustments to the
purchase price allocation may result from the completion of an appraisal of the
acquired assets, which is currently in progress. These adjustments are not
expected to be material.
17
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FOOTSTAR, INC.
CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
(Unaudited)
Pro forma net income and earnings per share data have not been disclosed since
Footstar is unable to avoid the use of forward-looking information and
assumptions in order to meaningfully present the effect of the acquisition on
Footstar's operations. The JFF historical results for the fiscal year ended
January 29, 2000 include the effects of transactions and estimates which are
related either directly or indirectly, to its liquidation proceedings under
Chapter 7. As such, Footstar cannot accurately determine the operating results
which would have resulted had the liquidation process not been initiated and the
assets been acquired by Footstar effective January 1, 1999.
Pro Forma Revenues
For the same reasons as expressed above, the pro forma sales are not necessarily
indicative of the results of Footstar had the JFF assets been acquired at the
beginning of the periods presented, nor necessarily indicative of the sales in
future periods. Following is a schedule of pro forma sales for fiscal 1999:
(in millions) Fiscal Year 1999
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The Acquired
Just For Feet Pro Forma Pro Forma
Footstar, Inc. Business Adjustment Consolidated
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Net sales 1,880.0 469.3 10.9 2,360.2
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The pro forma adjustment converts the Acquired Just For Feet Business net sales
from their fiscal calendar to Footstar fiscal calendar. This was accomplished by
removing January 2000 sales of $23.1 million and adding January 1999 sales of
$34.0 million.
18
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Footstar, Inc.
We consent to the incorporation by reference in the registration statements (No.
33-20731 and No. 33-30011) on Form S-8 of Footstar, Inc. of our report dated May
17, 2000, with respect to the Historical Summary of Assets Acquired and
Liabilities Assumed of the Acquired Just For Feet Business as of January 29,
2000, and the related Historical Summary of Revenues and Direct Operating
Expenses for the year ended January 29, 2000, which report appears in the Form
8-K/A of Footstar, Inc. dated May 22, 2000.
/s/KPMG LLP
Short Hills, New Jersey
May 22, 2000
19
