UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the thirteen weeks ended November 1, 1997
Commission File No. 1-11161
Nine West Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware 06-1093855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9 West Broad Street
Stamford, Connecticut 06902
(Address of principal executive offices) (Zip Code)
(314) 579-8812
(Registrant's telephone number, including area code)
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
Number of shares of Common Stock, $.01 par value, outstanding as of the
close of business on November 28, 1997: 35,868,831.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1 Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income - Thirteen and
thirty-nine weeks ended November 1, 1997 and November 2, 1996 3
Condensed Consolidated Balance Sheets - November 1, 1997 and
February 1, 1997 4
Condensed Consolidated Statements of Cash Flows - Thirty-nine
weeks ended November 1, 1997 and November 2, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 17
Item 6 Exhibits and Reports on Form 8-K 17
Signatures 18
Exhibit Index 19
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
13 Weeks Ended 39 Weeks Ended
------------------ ----------------------
Nov. 1 Nov. 2 Nov. 1 Nov. 2
1997 1996 1997 1996
-------- -------- ---------- ----------
Net revenues........................ $496,563 $444,016 $1,398,330 $1,221,436
Cost of goods sold.................. 275,145 249,556 788,432 696,870
-------- -------- ---------- ----------
Gross profit...................... 221,418 194,460 609,898 524,566
Selling, general and
administrative expenses............ 147,120 122,970 429,542 360,083
Amortization of acquisition
goodwill and other intangibles..... 2,458 2,391 7,210 7,172
-------- -------- ---------- ----------
Operating income from continuing
operations....................... 71,840 69,099 173,146 157,311
Interest expense.................... 14,882 10,266 39,782 30,409
-------- -------- ---------- ----------
Income from continuing operations
before income taxes.............. 56,958 58,833 133,364 126,902
Income tax expense.................. 22,356 23,535 52,345 50,763
-------- -------- ---------- ----------
Income from continuing operations. 34,602 35,298 81,019 76,139
Gain (loss) on disposal of
discontinued operation............. - 13 - (2,636)
-------- -------- ---------- ----------
Net Income........................ $ 34,602 $ 35,311 $ 81,019 $ 73,503
======== ======== ========== ==========
Weighted average common shares and
common share equivalents:
Primary........................... 36,460 36,729 36,496 36,728
Fully diluted..................... 39,517 39,785 39,552 38,531
Primary earnings per share:
Continuing operations............. $ 0.95 $ 0.96 $ 2.22 $ 2.07
Loss on disposal of discontinued
operation........................ - - - (0.07)
-------- -------- ---------- ----------
Primary earnings per share....... $ 0.95 $ 0.96 $ 2.22 $ 2.00
======== ======== ========== ==========
Fully diluted earnings per share:
Continuing operations............. $ 0.92 $ 0.93 $ 2.18 $ 2.04
Loss on disposal of discontinued
operation........................ - - - (0.07)
-------- -------- ---------- ----------
Fully diluted earnings per share. $ 0.92 $ 0.93 $ 2.18 $ 1.97
======== ======== ========== ==========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
(Unaudited)
November 1 February 1
1997 1997
---------- ----------
ASSETS
Current Assets:
Cash........................................... $ 29,089 $ 25,176
Accounts receivable - net...................... 157,889 100,718
Inventories - net.............................. 554,393 501,830
Deferred income taxes.......................... 28,757 38,236
Assets held for sale - net..................... 13,589 13,589
Prepaid expenses and other current assets...... 47,178 42,457
---------- ----------
Total current assets........................ 830,895 722,006
Property and equipment - net...................... 167,411 138,249
Deferred income taxes............................. 16,087 18,262
Goodwill - net.................................... 227,091 211,142
Trademarks and trade names - net.................. 140,635 143,494
Other assets...................................... 27,233 27,910
---------- ----------
Total assets............................... $1,409,352 $1,261,063
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable............................... $ 122,338 $ 91,059
Accrued expenses and other current liabilities. 86,220 106,273
Current portion of long-term debt.............. 9,614 33,000
---------- ----------
Total current liabilities................... 218,172 230,332
Long-term debt.................................... 686,834 600,407
Other non-current liabilities..................... 59,480 69,784
---------- ----------
Total liabilities........................... 964,486 900,523
---------- ----------
Stockholders' Equity:
Common stock ($0.01 par value, 100,000,000 shares
authorized; 35,868,831 and 35,792,613 shares
issued and outstanding, respectively).......... 359 358
Additional paid-in capital....................... 143,701 140,395
Retained earnings................................ 300,806 219,787
---------- ----------
Total stockholders' equity.................. 444,866 360,540
---------- ----------
Total liabilities and stockholders' equity. $1,409,352 $1,261,063
========== ==========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
39 Weeks Ended
----------------------
November 1 November 2
1997 1996
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 81,019 $ 73,503
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization...................... 28,787 24,134
Loss on disposal of discontinued operation......... - 2,636
Deferred income taxes and other.................... 11,654 14,581
Changes in assets and liabilities:
Accounts receivable - net....................... (53,761) (6,248)
Inventory - net................................. (27,182) (61,978)
Prepaid expenses and other assets............... (4,721) (7,093)
Accounts payable................................ 24,822 (36,894)
Accrued expenses and other liabilities.......... (21,852) (24,918)
-------- --------
Net cash provided (used) by operating activities...... 38,766 (22,277)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................... (56,599) (27,240)
Proceeds from sale of property and equipment.......... - 19,612
Business acquisitions - net of cash acquired.......... (20,503) (6,357)
Acquisition purchase price settlement................. - 25,000
Net (decrease) increase in other assets............... (148) 2,680
-------- --------
Net cash (used) provided by investing activities...... (77,250) 13,695
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under financing agreements............. 49,138 97,642
Net proceeds from issuance of long-term debt.......... 316,865 181,270
Repayments of long-term debt.......................... (326,913) (216,000)
Repurchase of warrants................................ - (67,500)
Net proceeds from issuance of stock................... 3,307 18,115
-------- --------
Net cash provided by financing activities............. 42,397 13,527
-------- --------
NET INCREASE IN CASH.................................. 3,913 4,945
CASH, BEGINNING OF PERIOD............................. 25,176 20,782
-------- --------
CASH, END OF PERIOD................................... $ 29,089 $ 25,727
======== ========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
NINE WEST GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
Nine West Group Inc. (the "Company"), its wholly-owned subsidiaries and its
controlled-interest joint ventures. The accompanying financial statements have
been prepared in accordance with generally accepted accounting principles. In
the opinion of management, such information contains all adjustments necessary
for a fair presentation of the results of such periods. Certain prior year
amounts have been reclassified to conform to the current presentation. All
intercompany transactions and balances have been eliminated from the financial
statements for the periods presented. The results of operations for the 39
weeks ended November 1, 1997 are not necessarily indicative of the results to be
expected for the 52 weeks ending January 31, 1998 ("1997").
Certain information and disclosures normally included in the notes to
consolidated financial statements have been condensed or omitted as permitted by
the rules and regulations of the Securities and Exchange Commission, although
the Company believes the disclosure is adequate to make the information
presented not misleading. The accompanying unaudited financial statements
should be read in conjunction with the financial statements contained in the
Annual Report on Form 10-K of the Company for the 52 weeks ended February 1,
1997 ("1996"), as amended, and the Quarterly Reports on Form 10-Q of the Company
for periods subsequent thereto.
2. INVENTORIES
Inventories are valued at the lower of cost or market. Approximately 61%
and 62% of inventory values were determined by using the FIFO (first in, first
out) method of valuation as of November 1, 1997 and February 1, 1997,
respectively; the remainder was determined by using the weighted average cost
method.
Inventory is comprised of (in thousands):
November 1 February 1
1997 1997
-------- --------
Raw materials................................ $ 26,870 $ 27,969
Work in process.............................. 2,893 3,543
Finished goods............................... 524,630 470,318
-------- --------
Total inventory......................... $554,393 $501,830
======== ========
3. GOODWILL
Goodwill consisted of the following (in thousands):
November 1 February 1
1997 1997
---------- ----------
Goodwill..................................... $ 241,591 $ 221,291
Accumulated amortization..................... (14,500) (10,149)
--------- ---------
Total goodwill.......................... $ 227,091 $ 211,142
========= =========
4. TRADEMARKS AND TRADE NAMES
Trademarks and trade names consisted of the following (in thousands):
November 1 February 1
1997 1997
---------- ----------
Trademarks and trade names................... $ 149,784 $ 149,784
Accumulated amortization..................... (9,149) (6,290)
--------- ---------
Total trademarks and trade names........ $ 140,635 $ 143,494
========= =========
5. BUSINESS RESTRUCTURING AND INTEGRATION CHARGES
In the fourth quarter of 1996, the Company recorded a charge of $21.3
million, offset by a reversal of an excess of the restructuring and integration
costs associated with the acquisition of the Footwear Division of The United
States Shoe Corporation of $2.3 million, resulting in a net pretax charge to
earnings of $19.0 million (the "Restructuring Charge"), for costs associated
with: (1) the restructuring of North American manufacturing facilities which
contemplated the closure of three domestic manufacturing facilities and
discontinuation or reconfiguration of certain operations at two other domestic
manufacturing facilities; (2) the consolidation and relocation of the Company's
offices in Stamford, Connecticut and Cincinnati, Ohio to a new facility in White
Plains, New York (the "Relocation"); and (3) the repositioning of the 9 & Co.
brand, which involved the evaluation of retail site locations and the closure of
fifteen 9 & Co. stores. The major components of the Restructuring Charge are:
(1) write-down of assets of $13.8 million; (2) accruals for lease and other
contract terminations of $4.9 million; and (3) plant closing costs of $2.6
million. The restructuring of North American manufacturing facilities is
expected to decrease domestic footwear production from a level of 7.5 million
pairs to 5.0 million pairs by the end of 1997, as the Company pursues global
sourcing opportunities in an effort to reduce overall product cost.
During the 39 weeks ended November 1, 1997, the Company closed three
domestic manufacturing facilities and reconfigured operations at two other
domestic manufacturing facilities, began the Relocation, and closed eight 9 &
Co. stores, resulting in charges against the Restructuring Charge accrual of
$13.8 million in asset write downs, $0.5 million in lease and contract
terminations and $1.6 million in plant closing costs. The remaining balance of
the Restructuring Charge accrual of $5.4 million consists of $4.4 million for
the lease and contract termination costs and $1.0 million for the plant closing
costs. The Relocation and the remaining 9 & Co. store closures will be
substantially completed during the fourth quarter of 1997. The Restructuring
Charge accrual balance is included in accrued expenses and other current
liabilities. Cash outlays related to the Restructuring Charge are estimated to
be $5.2 million and are to be paid over a three-year period. As of and during
the 39 weeks ended November 1, 1997, $2.1 million of cash expenses, primarily
relating to plant closing costs, were paid and charged against the Restructuring
Charge liability.
The initiatives outlined in the Restructuring Charge affected the
employment of approximately 1,135 employees. Of these employees, 1,025 were in
manufacturing positions and represented approximately 50% of the Company's
domestic manufacturing workforce, and 110 were employees affected by the
Relocation. Total severance and termination benefit costs associated with these
initiatives are $9.6 million, which relate to benefits provided by the Company's
existing severance plans. As of and during the 39 weeks ended November 1, 1997,
the Company had terminated substantially all of the affected employees, with
approximately $4.1 million of severance and termination benefits being paid and
charged against the severance plan liability.
6. FINANCIAL INSTRUMENTS
To manage exposure to the fluctuation of interest rates on outstanding
debt, the Company enters into interest rate hedge derivatives. As of November
1, 1997, the Company had outstanding interest rate swaps and collars with an
aggregate notional principal amount of $300.0 million. The fair value of these
instruments was a favorable $0.1 million based on a commonly accepted pricing
methodology using market prices as of November 1, 1997.
7. LONG TERM DEBT
In July 1997, the Company issued $200.0 million of its 8-3/8% Senior Notes
due August 15, 2005 (the "Senior Notes") and $125.0 million of its 9% Senior
Subordinated Notes due August 15, 2007 (the "Senior Subordinated Notes" and,
together with the Senior Notes, the "Notes"). The Senior Notes are not
redeemable at the option of the Company prior to maturity. The Senior
Subordinated Notes are redeemable, in whole or in part, at the option of the
Company, at any time on or after August 15, 2002, at declining redemption
prices. Prior to August 15, 2000, the Company may redeem up to 30% of the
Senior Subordinated Notes with the net proceeds of one or more public equity
offerings at a redemption price of 109%, provided, that at least $87.5 million
of Senior Subordinated Notes remain outstanding after such redemption. The
Notes constitute unsecured obligations of the Company. The Notes are fully and
unconditionally guaranteed on a senior basis with respect to the Senior Notes
and on a senior subordinated basis with respect to the Senior Subordinated Notes
by four of the Company's domestic subsidiaries. The Senior Notes rank pari
passu in right of payment with all other existing and future unsubordinated
obligations of the Company. The Senior Subordinated Notes are subordinated in
right of payment to all senior indebtedness of the Company, including the Senior
Notes. The indentures under which the Notes are issued contain covenants which,
among other things, limit the Company's ability to incur indebtedness, incur
liens, make restricted payments, consolidate, merge, sell assets, and issue
other senior subordinated debt. The proceeds from the issuance of the Notes
were approximately $316.9 million (net of initial purchasers' discounts and
offering expenses of $8.1 million) and were used to repay the quarterly
amortizing term loan ($312.0 million) and a portion of revolving debt ($4.9
million) outstanding under the Company's previous credit facility.
In connection with the issuance of the Notes, on August 1, 1997, the
Company amended and restated its credit agreement to permit the Company to
borrow up to $600.0 million under a revolving credit facility which expires in
July 2002. Under the terms of the amended and restated credit agreement (the
"Credit Agreement"), letters of credit outstanding on a revolving basis may not
exceed $150.0 million. Amounts outstanding under the Credit Agreement bear
interest, at the Company's option, at rates based on Citibank, N.A.'s base rate
or the Eurodollar rate, and are secured by substantially all assets of the
Company and its domestic subsidiaries (excluding receivables related to the
Company's accounts receivable securitization facility). Borrowings under the
Credit Agreement will become unsecured once the Company reaches an "investment
grade" rating on its long-term senior unsecured indebtedness. The Credit
Agreement contains various operating covenants which, among other things, impose
certain limitations on the Company's ability to incur liens, incur indebtedness,
merge, consolidate or declare and make dividend payments. As of November 1,
1997, $175.0 million of borrowings and $34.8 million of letters of credit were
outstanding on a revolving basis and $390.2 million was available for future
borrowing.
8. CASH FLOWS
Cash paid for income taxes was $33.1 million and $34.2 million for the 39
weeks ended November 1, 1997 and November 2, 1996, respectively. Cash paid for
interest was $28.4 million and $24.9 million for the 39 weeks ended November 1,
1997 and November 2, 1996, respectively. Excluded from the condensed
consolidated statement of cash flows for the 39 weeks ended November 1, 1997 is
a $15.4 million non-cash debt obligation incurred by the Company in conjunction
with the acquisition of The Shoe Studio Group Limited.
9. EARNINGS PER SHARE
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which is required
to be adopted for financial statements for interim and annual periods ending
after December 15, 1997. SFAS No. 128 requires that primary and fully diluted
earnings per share be replaced by "basic" and "diluted" earnings per share,
respectively. The basic calculation computes earnings per share based only on
the weighted average number of common shares outstanding as compared to primary
earnings per share which includes common stock equivalents. The diluted
earnings per share calculation is computed similarly to fully diluted earnings
per share. For the respective 13 and 39 week periods ended November 1, 1997 and
November 2, 1996, primary and fully diluted earnings per share are not
materially different than basic and diluted earnings per share.
10. LOSS ON DISPOSAL OF DISCONTINUED OPERATION
Subsequent to July 29, 1995, the net assets of the Company's Texas Boot
division ("Texas Boot") were accounted for as an "Asset held for sale." On
January 24, 1997, the Company consummated the sale of Texas Boot, and
retroactively corrected its method of accounting therefor, as the holding period
had expired in the second quarter of 1996. As a result of this correction, the
expected loss from the disposal of Texas Boot and the anticipated operating
losses from its operation from May 24, 1996 through January 24, 1997 were
reported retroactive to the second quarter of 1996 as a loss on disposal of
discontinued operation, resulting in a charge of $2.6 million, net of income tax
benefits of $1.4 million, in that period. Accordingly, results for the 13 and
39 week periods ended November 2, 1996, respectively, have been restated as
follows: (1) income from continuing operations from $35.6 million and $76.6
million to $35.3 million and $76.1 million; (2) earnings per share from
continuing operations from $0.94 and $2.05 to $0.93 and $2.04; (3) net income
from $35.6 million and $76.6 million to $35.3 million and $73.5 million; and (4)
net earnings per share from $0.94 and $2.05 to $0.93 and $1.97.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis should be read in conjunction with
the Condensed Consolidated Financial Statements of the Company and the Notes
thereto included in Item 1 of this report.
RESULTS OF OPERATIONS
NET INCOME. Net income for the third quarter of 1997 was $34.6 million, or
$0.92 per share on a fully diluted basis, a 2.0% decrease from net income of
$35.3 million, or $0.93 per share, for the third quarter of 1996. Net income
for the first 39 weeks of 1997 was $81.0 million, or $2.18 per share, a 6.4%
increase from income from continuing operations of $76.1 million, or $2.04 per
share, for the first 39 weeks of 1996. Results for the third quarter and first
39 weeks of 1997 include a $0.6 million and $1.5 million increase in cost of
goods sold, respectively, related to the write-up of inventory to fair value
over FIFO cost, recorded as a result of the acquisition of The Shoe Studio Group
Limited on May 24, 1997, as required by the purchase method of accounting.
Excluding the cost of goods sold adjustment, net income for the third quarter
and first 39 weeks of 1997 would have been $35.0 million, or $0.93 per share,
and $82.0 million, or $2.20 per share, respectively.
NET REVENUES. Net revenues were $496.6 million in the third quarter of
1997 compared to $444.0 million in the third quarter of 1996, an increase of
$52.6 million, or 11.8%. Wholesale net revenues decreased by $2.8 million, or
1.1%, and retail net revenues increased by $55.4 million, or 30.9% during the
period. For the first 39 weeks of 1997, net revenues were $1.4 billion compared
to $1.2 billion in the comparable prior year period, an increase of $176.9
million, or 14.5%. Wholesale and retail net revenues increased $59.3 million, or
8.5%, and $117.6 million, or 22.3%, respectively, during the period. Wholesale
revenues decreased during the third quarter of 1997 primarily due to softness in
the domestic retail environment, untimely introduction of key fashion footwear
styles, shipping challenges in the Company's Accessories division and selected
styles within certain of the Company's key brands not being priced
competitively. The increase in wholesale revenues for the first 39 weeks of
1997 is due primarily to increased revenues from the Company's international
operations and the impact of the Company's cK/Calvin Klein Shoes and Bags
division, which did not have revenues during the comparable 1996 period,
partially offset by the factors adversely affecting wholesale revenues in the
third quarter of 1997. The increase in retail revenues for the third quarter
and first 39 weeks of 1997 is primarily attributable to the opening (net of
closings) of 139 additional domestic and 100 additional international retail
locations and the operations of 168 acquired retail locations during the periods
which did not operate during the comparable periods of the preceding year,
partially offset by softness in the domestic retail environment, untimely
introduction of key fashion footwear styles, selected styles within certain of
the Company's key brands not being priced competitively, and, during the third
quarter of 1997, the downturn in the Asian economy. Domestic comparable store
sales during the third quarter and first 39 weeks of 1997 decreased 3.0% and
1.8%, respectively. The factors described above which adversely affected retail
revenues in the first 39 weeks of 1997 contributed to the decrease in domestic
comparable store sales during both the third quarter and first 39 weeks of
1997.The decrease in domestic comparable store sales during the first 39 weeks
of 1997 is also attributable to the effect of cool weather on spring 1997
footwear sales. Domestic comparable store sales include the net revenues of all
stores open for an entire month during the comparable current year and prior
year periods. During the third quarter and first 39 weeks of 1997, wholesale
operations accounted for 53% and 54%, respectively, of the Company's
consolidated net revenues, while retail operations accounted for the remaining
47% and 46%, respectively. During the third quarter and first 39 weeks of 1996,
wholesale operations accounted for 60% and 57%, respectively, of the Company's
consolidated net revenues, while retail operations accounted for the remaining
40% and 43%, respectively.
The Company anticipates that net income and wholesale and retail net
revenues for the fourth quarter of 1997 will be adversely affected by the
continuation of the factors which adversely affected the Company's net revenues
during the third quarter of 1997, as well as increased interest expense compared
to the comparable prior year period.
GROSS PROFIT. Gross profit was $221.4 million in the third quarter of 1997
compared to $194.5 million in the third quarter of 1996, an increase of $26.9
million, or 13.9%. Gross profit was $609.9 million for the first 39 weeks of
1997 compared to $524.6 million for the comparable prior year period, an
increase of $85.3 million, or 16.3%. Gross profit as a percentage of net
revenues was 44.6% and 43.6% for the third quarter and first 39 weeks of 1997,
respectively, compared to 43.8% and 42.9% for the comparable prior year
periods.The increase in gross profit as a percentage of net revenues for the
third quarter and first 39 weeks of 1997 resulted from a greater percentage of
net revenues being derived from retail operations, which revenues produce
greater gross margins than wholesale revenues, in combination with reduced
product costs associated with increased global sourcing, offset somewhat by
promotional activity as a result of a soft retail environment.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses were $147.1 million in the third quarter of
1997, compared to $123.0 million in the third quarter of 1996, an increase of
$24.1 million, or 19.6%. SG&A expenses were $429.5 million for the first 39
weeks of 1997, compared to $360.1 million for the comparable prior year period,
an increase of $69.4 million, or 19.3%. SG&A expense expressed as a percentage
of net revenues was 29.6% and 30.7% for the third quarter and first 39 weeks of
1997, up from 27.7% and 29.5% for comparable periods in the prior year. The
increase in SG&A expenses as a percentage of net revenues for the third quarter
and first 39 weeks of 1997 is due primarily to a shift in the sales mix towards
retail operations which carry overall higher SG&A margins than wholesale
operations, higher advertising and promotional expenses related to the Company's
expanded marketing plan, and costs related to the expansion of the Company's
international and cK/Calvin Klein Shoes and Bags divisions.
INTEREST EXPENSE. Interest expense was $14.9 million in the third quarter
of 1997, compared to $10.3 million in the third quarter of 1996, an increase of
$4.6 million, or 45.0%. Interest expense was $39.8 million for the first 39
weeks of 1997, compared to $30.4 million for the comparable prior year period,
an increase of $9.4 million, or 30.8%. The increased expense for the third
quarter and first 39 weeks of 1997 relates primarily to the increase in capital
required to finance the expansion of both domestic and international businesses,
including expansion through acquisitions and additional retail locations.
Weighted average debt outstanding was approximately $705 million and $680
million for the third quarter and first 39 weeks of 1997, up from approximately
$560 million and $535 million for the comparable periods in the prior year.
Weighted average interest rates were 7.3% and 6.7% for the third quarter and
first 39 weeks of 1997, respectively, compared to 6.2% and 6.6% for the
comparable prior year periods. The increase in the weighted average interest
rate for the third quarter of 1997 is primarily attributable to the refinancing
of the Company's $312 million quarterly amortizing term loan with the net
proceeds from the issuance of the Notes (defined below). The Company
anticipates that interest expense will continue to be higher during the fourth
quarter of 1997 compared to the comparable prior year period as a result of the
additional financial resources required to expand the business and an increase
in the weighted average interest rate incurred on outstanding indebtedness due
to the higher interest rates borne by the Notes.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon cash flow from operating activities and
borrowings under the Company's credit facility to finance its operations and
expansion. Cash provided by operating activities was $38.8 million for the
first 39 weeks of 1997, compared to cash used by operating activities of $22.3
million for the first 39 weeks of 1996. The $61.1 million increase in cash
provided by operations for the first 39 weeks of 1997 as compared to the prior
comparable period is due primarily to: (1) a $34.8 million decrease in cash
used for inventory, primarily attributable to higher inventory levels during the
comparable 1996 period associated with the Company's wholesale on-order
requirements and early production of inventory for Easy Spirit's 1997 "National
Sales Event"; and (2) a $61.7 million increase in cash provided by accounts
payable. The effect of those factors was partially offset by a $47.6 million
increase in cash used by accounts receivable, which is primarily attributable to
lower aggregate advances under the Company's accounts receivable securitization
program and strong international wholesale growth.
Working capital was $612.7 million at November 1, 1997, compared to $491.7
million at February 1, 1997, an increase of approximately $121.0 million.
Working capital increased during the first 39 weeks of 1997 primarily due to:
(1) an approximately $57.2 million increase in accounts receivable for the
reasons described above; and (2) an approximately $52.6 million increase in
inventory, which is primarily attributable to the operation of 350 additional
domestic and international retail locations since February 1, 1997, and the
expansion of the Accessories and cK/Calvin Klein Shoes and Bags divisions.
Working capital may vary from time to time as a result of seasonal requirements,
the timing of factory shipments and the Company's "open stock" and "quick
response" wholesale programs, which require an increased investment in
inventories.
In the fourth quarter of 1996, the Company recorded a charge of $21.3
million, offset by a reversal of an excess of the Integration Charge (defined
below) of $2.3 million, resulting in a net pretax charge to earnings of $19.0
million (the "Restructuring Charge"), for costs associated with: (1) the
restructuring of North American manufacturing facilities which contemplated
plans to close three domestic manufacturing facilities and discontinue or
reconfigure certain operations at two other domestic manufacturing facilities;
(2) the consolidation and relocation of the Company's offices in Stamford,
Connecticut and Cincinnati, Ohio to a new facility in White Plains, New York,
(the "Relocation"); and (3) the repositioning of the 9 & Co. brand, which
involved the evaluation of retail site locations and the closure of fifteen 9 &
Co. stores. The major components of the Restructuring Charge are: (1) write-
down of assets of $13.8 million; (2) accruals for lease and other contract
terminations of $4.9 million; and (3) plant closing costs of $2.6 million. Cash
outlays related to the Restructuring Charge are estimated to be $5.2 million and
are to be paid over a three-year period. As of and during the 39 weeks ended
November 1, 1997, $2.1 million of cash expenses, primarily relating to plant
closing costs, were paid and charged against the Restructuring Charge liability.
The initiatives outlined in the Restructuring Charge affected the
employment of approximately 1,135 employees. Of these employees, 1,025 were in
manufacturing positions and represented approximately 50% of the Company's
domestic manufacturing workforce, and 110 were employees affected by the
Relocation. Total severance and termination benefit costs associated with these
initiatives are $9.6 million, which relate to benefits provided by the Company's
existing severance plans. As of and during the 39 weeks ended November 1, 1997,
the Company had terminated substantially all of the affected employees, with
approximately $4.1 million of severance and termination benefits being paid and
charged against the severance plan liability.
On May 23, 1995, the Company consummated the Acquisition. During the
fourth quarter of 1995, the Company incurred and accrued expenses for
restructuring and integration costs of $51.9 million associated with the
Acquisition (the "Integration Charge"). The major components of the Integration
Charge were: (1) severance and termination benefits of $7.7 million; (2) write-
down of assets, principally leasehold improvements, of $14.6 million; (3)
inventory valuation adjustments of $10.4 million; (4) accruals for lease and
other contract terminations of $7.0 million; and (5) other integration and
consolidation costs of $12.2 million. Severance and termination benefits relate
to approximately 475 employees, of which 420 were store managers and associates,
50 were engaged in manufacturing positions, principally related to the
liquidation of the Company's Far East office as a result of entering into a new
agency arrangement, and five were management employees. As of August 2, 1997,
all of the Integration Charge terminations and activities had been completed,
and substantially all of the associated costs had been paid. Total cash outlays
relating to the Integration Charge were approximately $20.3 million, $1.4
million of which were paid during the first 26 weeks of 1997.
In connection with the Acquisition, the Company assumed and included in the
allocation of the Acquisition cost accruals for involuntary severance and
termination benefits of $8.6 million and relocation costs of $8.2 million.
As of August 2, 1997 substantially all severance and termination benefits and
relocation costs were paid and charged against these liabilities, $2.3 million
of which were paid during the first 39 weeks of 1997.
In July 1997, the Company issued $200.0 million of its 8-3/8% Senior Notes
due August 15, 2005 (the "Senior Notes") and $125.0 million of its 9% Senior
Subordinated Notes due August 15, 2007 (the "Senior Subordinated Notes" and,
together with the Senior Notes, the "Notes"). The Senior Notes are not
redeemable at the option of the Company prior to maturity. The Senior
Subordinated Notes are redeemable, in whole or in part, at the option of the
Company, at any time on or after August 15, 2002, at declining redemption
prices. Prior to August 15, 2000, the Company may redeem up to 30% of the
Senior Subordinated Notes with the net proceeds of one or more public equity
offerings at a redemption price of 109%; provided, that at least $87.5 million
of Senior Subordinated Notes remain outstanding after such redemption. The
Notes constitute unsecured obligations of the Company. The Notes are fully and
unconditionally guaranteed on a senior basis with respect to the Senior Notes
and on a senior subordinated basis with respect to the Senior Subordinated Notes
by four of the Company's domestic subsidiaries. The Senior Notes rank pari
passu in right of payment with all other existing and future unsubordinated
obligations of the Company. The Senior Subordinated Notes are subordinated in
right of payment to all senior indebtedness of the Company, including the Senior
Notes. The indentures under which the Notes are issued contain covenants which,
among other things, limit the Company's ability to incur indebtedness, incur
liens, make restricted payments, consolidate, merge, sell assets, and issue
other senior subordinated debt. The proceeds from the issuance of the Notes
were approximately $316.9 million (net of initial purchasers' discounts and
estimated offering expenses of $8.1 million) and were used to repay the
quarterly amortizing term loan ($312.0 million) and a portion of revolving debt
($4.9 million) outstanding under the Company's previous credit facility.
In connection with the issuance of the Notes, on August 1, 1997, the
Company amended and restated its credit agreement to permit the Company to
borrow up to $600.0 million under a revolving credit facility which expires in
July 2002. Under the terms of the amended and restated credit agreement (the
"Credit Agreement"), letters of credit outstanding on a revolving basis may not
exceed $150.0 million. Amounts outstanding under the Credit Agreement bear
interest, at the Company's option, at rates based on Citibank, N.A.'s base rate
or the Eurodollar rate, and are secured by substantially all assets of the
Company and its domestic subsidiaries (excluding receivables related to the
Company's accounts receivable securitization facility). Borrowings under the
Credit Agreement will become unsecured once the Company reaches an "investment
grade" rating on its long-term senior unsecured indebtedness. The Credit
Agreement contains various operating covenants which, among other things, impose
certain limitations on the Company's ability to incur liens, incur indebtedness,
merge, consolidate or declare and make dividend payments. As of November 1,
1997, $175.0 million of borrowings and $34.8 million of letters of credit were
outstanding on a revolving basis and $390.2 million was available for future
borrowing. The Company anticipates that interest expense will be higher during
the fourth quarter of 1997 compared to the fourth quarter of 1996 as a result of
the additional financial resources required to expand the business and an
increase in the weighted average interest rate incurred on outstanding
indebtedness due to the higher interest rates borne by the Notes.
Cash used for investing activities during the first 39 weeks of 1997
includes $20.5 million for the purchase of The Shoe Studio Group Limited and 52
retail concessions from British Shoe Corporation. Capital expenditures totaled
$56.6 million and $27.2 million in the first 39 weeks of 1997 and 1996,
respectively. Capital expenditures in the first 39 weeks of 1997 consist
primarily of expenditures related to the Relocation and the Company's retail
store expansion and remodeling programs. Capital expenditures in the first 39
weeks of 1996 relate primarily to the Company's retail store expansion and
remodeling programs. The Company estimates that total capital expenditures for
1997 will be between $75.0 million and $80.0 million. The actual amount of the
Company's capital expenditures depends, in part, on the number of new stores
opened, the number of stores remodeled, the amount of any construction
allowances the Company may receive from the landlords of its new stores and any
unexpected costs incurred in connection with the Relocation. The opening and
success of new stores will be dependent upon, among other things, general
economic and business conditions affecting consumer spending, the availability
of desirable locations and the negotiation of acceptable lease terms for new
locations. As of November 1, 1997, the Company had commitments for
approximately $14.0 million of capital expenditures, related to commitments as
of such date to open approximately 100 retail stores, approximately 40 of which
are intended to be opened during the remainder of 1997.
The Company expects that its current cash balances, cash provided by
operations and borrowings under the credit facility will continue to provide the
capital flexibility necessary to fund future opportunities as well as to meet
existing obligations. The Company continuously evaluates potential acquisitions
of businesses which complement its existing operations. Depending on various
factors, including, among others, the cash consideration required in such
potential acquisitions and the market value of the Company's common stock, the
Company may determine to finance any such transaction with its existing sources
of liquidity, or may pursue financing through one or more public or private
offerings of the Company's securities, or both.
SEASONALITY
The Company's footwear and accessories are marketed primarily for each of
the four seasons, with the highest volume of products sold during the last three
fiscal quarters. Because the timing of shipments of products for any season may
vary from year to year, the results for any particular quarter may not be
indicative of results for the full year. The Company has not had significant
overhead and other costs generally associated with large seasonal variations.
INFLATION
The Company believes that the relatively moderate rate of inflation over
the past few years has not had a significant impact on the Company's revenues or
profitability. In the past, the Company has been able to maintain its profit
margins during inflationary periods.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report which are not historical facts
contain forward-looking information with respect to the Company's plans,
projections or future performance, the occurrence of which involve certain risks
and uncertainties that could cause the Company's actual results or plans to
differ materially from those expected by the Company. Certain of such risks and
uncertainties relate to competition in the industry; changes in the prevailing
costs of leather and other raw materials, labor and advertising; changes in
consumer demands and preferences; the overall strength of the general domestic
and international retail environments; retail store construction delays; the
availability of desirable retail locations and the negotiation of acceptable
lease terms for such locations; and the ability of the Company to place its
products in desirable locations within its department store customers.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 1, 1997, the Company learned that on April 10, 1997, the Securities
and Exchange Commission (the "SEC") entered a formal order of investigation of
the Company. Based on conversations with the staff of the SEC dating back to
the Fall of 1996, when an informal investigation was commenced, the Company
believes that this investigation is primarily focused on the revenue recognition
policies and practices of certain of the Company's divisions that were acquired
from The United States Shoe Corporation in 1995. The Company has been
cooperating fully with the staff of the SEC and intends to continue its
cooperation. Based on the information presently available to it, the Company
does not anticipate that the investigation of its revenue recognition policies
and practices will have a material adverse financial effect on the Company.
On October 29, 1997, the Company received a subpoena issued by the SEC in
connection with its investigation requesting the Company to produce certain
documents relating to the purchase by the Company of products manufactured in
Brazil from 1994 to date, including documents concerning the prices paid for
such products and the customs duties paid in connection with their importation
into the United States. In addition, on October 29, 1997, the Company learned
that the United States Customs Service has commenced an investigation of the
Company relating to the Company's importation of Brazilian footwear from 1995 to
date. The Company intends to cooperate fully with the staff of the SEC and the
United States Customs Service in connection with these investigations. The
Company believes that no issues exist in respect of its customs policies and
practices. Therefore, based on the limited information presently available to
it concerning these investigations, the Company does not anticipate that they
will have a material adverse financial effect on the Company, although, in view
of the preliminary stages of these investigations, no assurances can be given as
to their ultimate impact on the Company.
The Company has been named as a defendant in various actions and
proceedings, including actions brought by certain terminated employees, arising
from its ordinary business activities. Although the liability that could arise
with respect to these actions cannot be accurately predicted, in the opinion of
the Company, any such liability will not have a material adverse financial
effect on the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
See Exhibit Index
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated October 29, 1997, for
the purpose of reporting under Item 5 thereof the receipt on such date of a
subpoena from the SEC and the commencement on such date of an investigation by
the United States Customs Service, each as described under Part II, Item 1 -
"Legal Proceedings."
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 thereunto duly authorized.
Nine West Group Inc.
(Registrant)
By: /s/ Robert C. Galvin
---------------------------
Robert C. Galvin
Executive Vice President,
Chief Financial Officer and
Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
Date: December 15, 1997
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
11 Computation of earnings per share, filed herewith.
27 Financial Data Schedule, filed herewith.
<TABLE>
EXHIBIT 11
NINE WEST GROUP INC. AND SUBSIDIARIES
Computation of Earnings Per Share
(In thousands except per share data)
(Unaudited)
<S> <C> <C> <C> <C>
13 Weeks Ended 39 Weeks Ended
------------------ ------------------
Nov. 1 Nov. 2 Nov. 1 Nov. 2
1997 1996 1997 1996
------- ------- ------- -------
COMPUTATION FOR CONDENSED CONSOLIDATED STATEMENTS OF INCOME
- -----------------------------------------------------------
PRIMARY EARNINGS PER SHARE
--------------------------
Net income.............................................. $34,602 $35,311 $81,019 $73,503
======= ======= ======= =======
Shares:
Weighted average number of common shares outstanding.. 35,845 35,739 35,825 35,599
Net effect of dilutive stock options based on the
treasury stock method................................ 615 990 671 1,129
------- ------- ------- -------
Weighted average number of shares outstanding
including common stock equivalents................... 36,460 36,729 36,496 36,728
======= ======= ======= =======
Primary earnings per share.............................. $ 0.95 $ 0.96 $ 2.22 $ 2.00
======= ======= ======= =======
FULLY DILUTED EARNINGS PER SHARE (1)
------------------------------------
Reconciliation of net income to amount used for fully
diluted computation in Condensed Consolidated
Statements of Income:
Net income per primary calculation above................ $34,602 $35,311 $81,019 $73,503
Add:
Interest on 5.5% convertible notes, net of tax effect. 1,671 1,713 5,010 2,415
------- ------- ------- -------
Adjusted net income................................... $36,273 $37,024 $86,029 $75,918
======= ======= ======= =======
Reconciliation of weighted average common shares
outstanding to amount used for fully diluted computation
in Condensed Consolidated Statements of Income:
Weighted average number of common shares outstanding. 35,845 35,739 35,825 35,599
Weighted average shares issuable from assumed
exercise of 5.5% convertible notes.................. 3,056 3,056 3,056 1,455
Net effect of dilutive stock options based on the
treasury stock method............................... 616 990 671 1,477
------- ------- ------- -------
Fully diluted shares outstanding................. 39,517 39,785 39,552 38,531
======= ======= ======= =======
Fully diluted earnings per share........................ $ 0.92 $ 0.93 $ 2.18 $ 1.97
======= ======= ======= =======
(1) Fully diluted earnings per share reflect the impact of the convertible notes issued
in June 1996.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
NINE WEST GROUP INC. CONDENSED CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 1,
1997, AND THE CONDENSED CONSOLIDATED STATEMENT OF INCOME AND CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOW FOR THE THIRTY-NINE WEEKS ENDED
NOVEMBER 1, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> NOV-01-1997
<CASH> 29,089
<SECURITIES> 0
<RECEIVABLES> 157,889
<ALLOWANCES> 0
<INVENTORY> 554,393
<CURRENT-ASSETS> 830,895
<PP&E> 253,219
<DEPRECIATION> (85,808)
<TOTAL-ASSETS> 1,409,352
<CURRENT-LIABILITIES> 218,172
<BONDS> 686,834
0
0
<COMMON> 359
<OTHER-SE> 444,507
<TOTAL-LIABILITY-AND-EQUITY> 1,409,352
<SALES> 1,398,330
<TOTAL-REVENUES> 1,398,330
<CGS> 788,432
<TOTAL-COSTS> 788,432
<OTHER-EXPENSES> 436,752
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 39,782
<INCOME-PRETAX> 133,364
<INCOME-TAX> 52,345
<INCOME-CONTINUING> 81,019
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 81,019
<EPS-PRIMARY> 2.22
<EPS-DILUTED> 2.18
</TABLE>
