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 August 1, 1998
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)
Nine West Plaza
1129 Westchester Avenue
White Plains, New York 10604
(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 August 1, 1998: 35,937,998.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1 Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income - 13 and 26
weeks ended August 1, 1998 and August 2, 1997 3
Condensed Consolidated Balance Sheets - August 1, 1998 and
January 31, 1998 4
Condensed Consolidated Statements of Cash Flows - 26 weeks
ended August 1, 1998 and August 2, 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 15
Item 3 Quantitative and Qualitative Disclosures About Market Risk 19
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 20
Item 4 Submission of Matters to a Vote of Security Holders 20
Item 6 Exhibits and Reports on Form 8-K 21
Signatures 22
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
August 1 August 2 August 1 August 2
1998 1997 1998 1997
-------- -------- -------- --------
Net revenues......................... $527,958 $495,684 $976,240 $901,767
Cost of goods sold................... 313,582 289,045 570,804 513,287
-------- -------- -------- --------
Gross profit....................... 214,376 206,639 405,436 388,480
Selling, general and
administrative expenses............. 162,802 144,018 324,601 282,422
Amortization of acquisition goodwill
and other intangibles............... 2,826 2,418 5,348 4,752
-------- -------- -------- --------
Operating income................... 48,748 60,203 75,487 101,306
Interest expense..................... 13,280 12,589 28,079 24,900
-------- -------- -------- --------
Income before income taxes......... 35,468 47,614 47,408 76,406
Income tax expense................... 13,831 18,688 18,488 29,989
-------- -------- -------- --------
Net income......................... $ 21,637 $ 28,926 $ 28,920 $ 46,417
======== ======== ======== ========
Weighted average common shares and
common share equivalents used in
earnings per share calculation:
Basic.............................. 35,938 35,825 35,927 35,816
======== ======== ======== ========
Diluted............................ 39,050 39,423 35,978 39,555
======== ======== ======== ========
Earnings per share:
Basic.............................. $ 0.60 $ 0.81 $ 0.80 $ 1.30
======== ======== ======== ========
Diluted............................ $ 0.60 $ 0.78 $ 0.80 $ 1.26
======== ======== ======== ========
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)
August 1 January 31
1998 1998
---------- ----------
ASSETS
Current Assets:
Cash................................................ $ 27,522 $ 23,674
Accounts receivable................................. 12,961 40,715
Securitized interest in accounts receivable......... 111,670 91,208
Inventories......................................... 516,930 543,503
Prepaid expenses and other current assets........... 61,049 100,031
---------- ----------
Total current assets.............................. 730,132 799,131
Property and equipment - net.......................... 171,760 172,795
Goodwill - net........................................ 232,949 231,130
Trademarks and trade names - net...................... 139,637 139,750
Other assets.......................................... 45,763 48,733
---------- ----------
Total assets.................................... $1,320,241 $1,391,539
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.................................... $ 109,160 $ 100,075
Accrued expenses and other current liabilities...... 97,698 105,444
Current portion of long-term debt................... 3,433 4,235
---------- ----------
Total current liabilities......................... 210,291 209,754
Long-term debt........................................ 576,892 687,263
Other non-current liabilities......................... 66,784 55,674
---------- ----------
Total liabilities............................... 853,967 952,691
---------- ----------
Stockholders' Equity:
Preferred stock ($0.01 par value, 25,000,000
shares authorized; none issued and outstanding).... - -
Common stock ($0.01 par value, 100,000,000 shares
authorized; 35,937,998 and 35,818,831 shares
issued and outstanding, respectively).............. 359 358
Additional paid-in capital.......................... 143,989 143,278
Retained earnings................................... 326,838 297,918
Cumulative currency translation adjustment.......... (4,912) (2,706)
---------- ----------
Total stockholders' equity........................ 466,274 438,848
---------- ----------
Total liabilities and stockholders' equity.... $1,320,241 $1,391,539
========== ==========
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)
26 Weeks Ended
---------------------
August 1 August 2
1998 1997
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 28,920 $ 46,417
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization...................... 24,301 18,731
Deferred income taxes and other.................... 1,046 3,180
Changes in assets and liabilities:
Accounts receivable including securitized
interest in accounts receivable................ 8,570 (58,723)
Inventories..................................... 29,417 (18,128)
Prepaid expenses and other assets............... 29,102 (8,082)
Accounts payable................................ 9,085 8,273
Accrued expenses and other liabilities.......... (1,551) (22,329)
-------- --------
Net cash provided (used) by operating activities...... 128,890 (30,661)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................... (17,465) (23,506)
Proceeds from sale of property and equipment.......... 16,351 -
Acquisition of business - net of cash acquired........ (9,049) (13,871)
Other investing activities............................ (1,394) (977)
-------- --------
Net cash used by investing activities................. (11,557) (38,354)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings under financing agreements (108,502) 73,306
Net proceeds from issuance of long-term debt.......... - 317,546
Repayments of long-term debt.......................... (3,489) (322,000)
Net proceeds from issuance of stock and other......... (1,494) 1,845
-------- --------
Net cash (used) provided by financing activities...... (113,485) 70,697
-------- --------
NET INCREASE IN CASH.................................. 3,848 1,682
CASH, BEGINNING OF PERIOD............................. 23,674 25,176
-------- --------
CASH, END OF PERIOD................................... $ 27,522 $ 26,858
======== ========
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 26
weeks ended August 1, 1998 are not necessarily indicative of the results to be
expected for the 52 weeks ending January 30, 1999 ("1998").
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
Company's Annual Report on Form 10-K for the 52 weeks ended January 31, 1998
("1997") and Quarterly Report on Form 10-Q for the 13 weeks ended May 2, 1998.
2. EARNINGS PER SHARE
Following is a reconciliation of the earnings and shares used in the basic
and diluted per share computations for net income (in thousands):
<TABLE>
<S> <C> <C> <C> <C>
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
August 1 August 2 August 1 August 2
1998 1997 1998 1997
-------- -------- -------- --------
Earnings:
Net income (numerator for basic
calculation)..................... $ 21,637 $ 28,926 $ 28,920 $ 46,417
Effect of convertible notes....... 1,679 1,670 - 3,339
-------- -------- -------- --------
Numerator for diluted calculation. $ 23,316 $ 30,596 $ 28,920 $ 49,756
======== ======== ======== ========
Shares:
Weighted average common shares
outstanding (denominator for
basic calculation)............... 35,938 35,825 35,927 35,816
Effect of stock options........... 56 542 51 683
Effect of convertible notes....... 3,056 3,056 - 3,056
-------- -------- -------- --------
Denominator for diluted
calculation...................... 39,050 39,423 35,978 39,555
======== ======== ======== ========
Earnings per share:
Basic ............................ $ 0.60 $ 0.81 $ 0.80 $ 1.30
======== ======== ======== ========
Diluted .......................... $ 0.60 $ 0.78 $ 0.80 $ 1.26
======== ======== ======== ========
</TABLE>
The impact of the convertible notes was excluded from the diluted earnings
per share calculation for the 26 weeks ended August 1, 1998 as its effect on the
reported per share amount was anti-dilutive.
For the 13 and 26 weeks ended August 1, 1998 and August 2, 1997, certain
outstanding stock options were not included in the computation of diluted
earnings per share, because the respective exercise prices were greater than the
average market price of the Common Stock. For the 13 weeks ended August 1, 1998
and August 2, 1997, the number of stock options whose impact was not included in
the diluted computation was 4.5 million and 1.3 million, respectively. For the
26 weeks ended August 1, 1998 and August 2, 1997, the number of stock options
whose impact was not included in the diluted computation was 4.5 million and 1.2
million, respectively. These options were outstanding at the end of each of the
respective periods.
3. COMPREHENSIVE INCOME
Effective with the first quarter of 1998, the Company adopted Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." Comprehensive income is generally defined as all changes in
stockholders' equity exclusive of transactions with owners. SFAS No. 130
requires the disclosure of comprehensive income and its components.
Comprehensive income, net of taxes, is comprised of (in thousands):
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
August 1 August 2 August 1 August 2
1998 1997 1998 1997
-------- -------- -------- --------
Net income...................... $ 21,637 $ 28,926 $ 28,920 $ 46,417
Currency translation adjustment. (2,691) 222 (2,206) 113
-------- -------- -------- --------
Comprehensive income....... $ 18,946 $ 29,148 $ 26,714 $ 46,530
======== ======== ======== ========
4. INVENTORIES
Inventories are valued at the lower of cost or market. Approximately 59%
and 60% of inventory values were determined by using the FIFO (first in, first
out) method of valuation as of August 1, 1998 and January 31, 1998,
respectively; the remainder was determined by using the weighted average cost
method.
Inventory is comprised of (in thousands):
August 1 January 31
1998 1998
-------- ----------
Raw materials................................ $ 19,403 $ 19,672
Work in process.............................. 1,804 1,987
Finished goods............................... 495,723 521,844
-------- --------
Total inventory......................... $516,930 $543,503
======== ========
5. LONG-TERM DEBT
The Company is permitted to borrow up to $600 million under its revolving
credit facility, of which up to $150.0 million may be utilized for letters of
credit and up to $250.0 million may be in the form of multicurrency borrowings.
As of August 1, 1998, $67.0 million of borrowings and $32.3 million of letters
of credit were outstanding on a revolving basis and $500.7 million was available
for future borrowing.
6. CASH FLOWS
Cash paid for income taxes was $0.4 million and $13.7 million for the 26
weeks ended August 1, 1998 and August 2, 1997, respectively. Cash paid for
interest was $31.6 million and $23.2 million for the 26 weeks ended August 1,
1998 and August 2, 1997, respectively.
7. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Certain of the Company's debt is fully and unconditionally guaranteed on a
joint and several basis by certain wholly-owned domestic subsidiaries of the
Company. Accordingly, condensed consolidating balance sheets as of August 1,
1998 and January 31, 1998, and condensed consolidating statements of income and
cash flows for the 13 and 26 week periods ended August 1, 1998 and August 2,
1997, respectively, for such guarantor subsidiaries are provided. These
condensed consolidating financial statements have been prepared using the equity
method of accounting in accordance with the requirements for presentation of
such information. Separate financial statements and other disclosures
concerning the guarantor subsidiaries are not presented because management has
determined that they are not material to investors. There are no contractual
restrictions on distributions from each of the guarantor subsidiaries to the
Company.
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
13 WEEKS ENDED AUGUST 1, 1998
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
-------- ------------ ------------- ----------- ------------
Net revenues......................... $245,598 $563,477 $92,852 $(373,969) $527,958
Cost of goods sold................... 135,544 462,525 48,451 (332,938) 313,582
-------- -------- ------- --------- --------
Gross profit....................... 110,054 100,952 44,401 (41,031) 214,376
Selling, general and
administrative expenses............. 98,690 69,768 36,844 (42,500) 162,802
Amortization of acquisition goodwill
and other intangibles............... 449 1,894 483 - 2,826
-------- -------- ------- --------- --------
Operating income................... 10,915 29,290 7,074 1,469 48,748
Interest expense..................... 3,397 7,905 2,011 (33) 13,280
Equity in net earnings of
subsidiaries........................ 16,596 - - (16,596) -
-------- -------- ------- --------- --------
Income before income taxes......... 24,114 21,385 5,063 (15,094) 35,468
Income tax expense................... 2,477 10,723 631 - 13,831
-------- -------- ------- --------- --------
Net income......................... $ 21,637 $ 10,662 $ 4,432 $ (15,094) $ 21,637
======== ======== ======= ========= ========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
13 WEEKS ENDED AUGUST 2, 1997
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
-------- ------------ ------------- ----------- ------------
Net revenues......................... $227,847 $594,718 $59,499 $(386,380) $495,684
Cost of goods sold................... 115,871 484,375 34,268 (345,469) 289,045
-------- -------- ------- --------- --------
Gross profit....................... 111,976 110,343 25,231 (40,911) 206,639
Selling, general and
administrative expenses............. 95,956 68,220 19,851 (40,009) 144,018
Amortization of acquisition goodwill
and other intangibles............... 1,390 930 98 - 2,418
-------- -------- ------- --------- --------
Operating income................... 14,630 41,193 5,282 (902) 60,203
Interest expense..................... 2,884 7,942 1,722 41 12,589
Equity in net earnings of
subsidiaries........................ 21,333 - - (21,333) -
-------- -------- ------- --------- --------
Income before income taxes......... 33,079 33,251 3,560 (22,276) 47,614
Income tax expense................... 4,153 14,236 299 - 18,688
-------- -------- ------- --------- --------
Net income......................... $ 28,926 $ 19,015 $ 3,261 $ (22,276) $ 28,926
======== ======== ======= ========= ========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
26 WEEKS ENDED AUGUST 1, 1998
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
-------- ------------ ------------- ----------- ------------
Net revenues......................... $454,728 $1,212,999 $170,515 $(862,002) $976,240
Cost of goods sold................... 244,205 1,022,272 87,943 (783,616) 570,804
-------- ---------- -------- --------- --------
Gross profit....................... 210,523 190,727 82,572 (78,386) 405,436
Selling, general and
administrative expenses............. 199,958 137,707 67,891 (80,955) 324,601
Amortization of acquisition goodwill
and other intangibles............... 1,858 2,823 667 - 5,348
-------- ---------- -------- --------- --------
Operating income................... 8,707 50,197 14,014 2,569 75,487
Interest expense..................... 7,183 16,664 4,232 - 28,079
Equity in net earnings of
subsidiaries........................ 28,431 - - (28,431) -
-------- ---------- -------- --------- --------
Income before income taxes......... 29,955 33,533 9,782 (25,862) 47,408
Income tax expense................... 1,035 15,774 1,679 - 18,488
-------- ---------- -------- --------- --------
Net income......................... $ 28,920 $ 17,759 $ 8,103 $ (25,862) $ 28,920
======== ========== ======== ========= ========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
26 WEEKS ENDED AUGUST 2, 1997
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
-------- ------------ ------------- ----------- ------------
Net revenues......................... $413,474 $1,124,797 $97,099 $(733,603) $901,767
Cost of goods sold................... 206,411 904,490 57,012 (654,626) 513,287
-------- ---------- ------- --------- --------
Gross profit....................... 207,063 220,307 40,087 (78,977) 388,480
Selling, general and
administrative expenses............. 190,959 140,225 29,428 (78,190) 282,422
Amortization of acquisition goodwill
and other intangibles............... 2,778 1,858 116 - 4,752
-------- ---------- ------- --------- --------
Operating income................... 13,326 78,224 10,543 (787) 101,306
Interest expense..................... 5,411 15,676 3,660 153 24,900
Equity in net earnings of
subsidiaries........................ 42,046 - - (42,046) -
-------- ---------- ------- --------- --------
Income before income taxes......... 49,961 62,548 6,883 (42,986) 76,406
Income tax expense................... 3,544 25,470 975 - 29,989
-------- ---------- ------- --------- --------
Net income......................... $ 46,417 $ 37,078 $ 5,908 $ (42,986) $ 46,417
======== ========== ======= ========= ========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING BALANCE SHEETS
AUGUST 1, 1998
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
---------- ------------ ------------- ----------- ------------
ASSETS
Current Assets:
Cash............................... $ 10,090 $ 48 $ 17,384 $ - $ 27,522
Accounts receivable................ 52,702 (63,166) 23,710 (285) 12,961
Securitized interest in accounts
receivable........................ - - 111,670 - 111,670
Inventories........................ 164,912 285,480 73,555 (7,017) 516,930
Prepaid expenses and other
current assets.................... 27,635 26,405 6,782 227 61,049
Due (to) from affiliates........... (158,373) 273,411 (119,700) 4,662 -
---------- -------- -------- --------- ----------
Total current assets............. 96,966 522,178 113,401 (2,413) 730,132
Property and equipment - net......... 124,059 22,448 25,253 - 171,760
Goodwill - net....................... 205,443 - 27,506 - 232,949
Trademarks and trade names - net..... 1,113 136,765 1,759 - 139,637
Other assets......................... 36,251 3,298 6,379 (165) 45,763
Investment in subsidiaries........... 727,030 - - (727,030) -
---------- -------- -------- --------- ----------
Total assets................... $1,190,862 $684,689 $174,298 $(729,608) $1,320,241
========== ======== ======== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable................... $ 20,049 $ 72,565 $ 16,546 $ - $ 109,160
Accrued expenses and other current
liabilities....................... 65,631 11,518 20,834 (285) 97,698
Current portion of long-term debt.. - - 3,433 - 3,433
---------- -------- -------- --------- ----------
Total current liabilities........ 85,680 84,083 40,813 (285) 210,291
Long-term debt....................... 567,225 - 9,667 - 576,892
Other non-current liabilities........ 66,790 - 798 (804) 66,784
---------- -------- -------- --------- ----------
Total liabilities.............. 719,695 84,083 51,278 (1,089) 853,967
Stockholders' equity................. 471,167 600,606 123,020 (728,519) 466,274
---------- -------- -------- --------- ----------
Total liabilities and
stockholders' equity........ $1,190,862 $684,689 $174,298 $(729,608) $1,320,241
========== ======== ======== ========= ==========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING BALANCE SHEETS
JANUARY 31, 1998
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
---------- ------------ ------------- ----------- ------------
ASSETS
Current Assets:
Cash............................. $ 10,526 $ 39 $ 13,109 $ - $ 23,674
Accounts receivable.............. 44,723 (18,824) 15,376 (560) 40,715
Securitized interest in accounts
receivable...................... - - 91,208 - 91,208
Inventories...................... 177,515 310,665 63,649 (8,326) 543,503
Prepaid expenses and other
current assets.................. 43,627 31,984 10,516 13,904 100,031
Due (to) from affiliates......... (77,139) 155,217 (82,328) 4,250 -
---------- -------- -------- --------- ---------
Total current assets........... 199,252 479,081 111,530 9,268 799,131
Property and equipment - net....... 123,945 23,701 38,738 (13,589) 172,795
Goodwill - net..................... 207,418 - 23,712 - 231,130
Trademarks and trade names - net... 1,128 138,622 - - 139,750
Other assets....................... 35,687 1,270 11,963 (187) 48,733
Investment in subsidiaries......... 721,916 - - (721,916) -
---------- -------- -------- --------- ---------
Total assets................. $1,289,346 $642,674 $185,943 $(726,424) $1,391,539
---------- -------- -------- --------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable................. $ 38,554 $ 52,723 $ 8,798 $ - $ 100,075
Accrued expenses and other
current liabilities............. 80,298 7,283 18,423 (560) 105,444
Current portion of long-term debt - - 4,235 - 4,235
---------- -------- -------- --------- ----------
Total current liabilities...... 118,852 60,006 31,456 (560) 209,754
Long-term debt..................... 674,267 - 12,996 - 687,263
Other non-current liabilities...... 54,713 - 869 92 55,674
---------- -------- -------- --------- ----------
Total liabilities............ 847,832 60,006 45,321 (468) 952,691
Stockholders' equity............... 441,514 582,668 140,622 (725,956) 438,848
---------- -------- -------- --------- ----------
Total liabilities and
stockholders' equity...... $1,289,346 $642,674 $185,943 $(726,424) $1,391,539
========== ======== ======== ========= ==========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
26 WEEKS ENDED AUGUST 1, 1998
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
--------- ------------ ------------- ----------- ------------
Net cash provided by operating
activities.......................... $ 103,895 $ 884 $ 24,110 $ 1 $ 128,890
--------- --------- -------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.. (12,190) (1,144) (4,131) - (17,465)
Proceeds from sale of property and
equipment........................... 16,351 - - - 16,351
Acquisition of business - net of cash
acquired............................ - - (9,049) - (9,049)
Other investing activities........... (1,365) 90 (119) - (1,394)
--------- --------- -------- -------- ---------
Net cash provided (used) by investing
activities.......................... 2,796 (1,054) (13,299) - (11,557)
--------- --------- -------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under financing
agreements.......................... (107,860) - (642) - (108,502)
Repayments of long-term debt......... - - (3,489) - (3,489)
Net proceeds from issuance of stock
and other........................... 733 179 (2,405) (1) (1,494)
--------- --------- -------- -------- ---------
Net cash (used) provided by financing
activities.......................... (107,127) 179 (6,536) (1) (113,485)
--------- --------- -------- -------- ---------
NET (DECREASE) INCREASE IN CASH...... (436) 9 4,275 - 3,848
CASH, BEGINNING OF PERIOD............ 10,526 39 13,109 - 23,674
--------- --------- -------- -------- ---------
CASH, END OF PERIOD.................. $ 10,090 $ 48 $ 17,384 $ - $ 27,522
========= ========= ======== ======== =========
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
26 WEEKS ENDED AUGUST 2, 1997
(In thousands)
Nine Adjusting
West and
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
--------- ------------ ------------- ----------- ------------
Net cash (used) provided by operating
activities.......................... $ (51,160) $ 2,552 $ 17,966 $ (19) $ (30,661)
--------- -------- -------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.. (15,073) (3,990) (4,443) - (23,506)
Acquisition of business - net of cash
acquired............................ - - (13,871) - (13,871)
Other investing activities........... (1,919) 1,446 (533) 29 (977)
--------- -------- -------- -------- ---------
Net cash (used) provided by investing
activities.......................... (16,992) (2,544) (18,847) 29 (38,354)
--------- -------- -------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under financing
agreements.......................... 70,100 - 3,206 - 73,306
Net proceeds from issuance of
long-term debt...................... 317,546 - - - 317,546
Repayments of long-term debt......... (322,000) - - - (322,000)
Net proceeds from issuance of stock
and other........................... 1,733 - 122 (10) 1,845
--------- -------- -------- -------- ---------
Net cash provided (used) by financing
activities.......................... 67,379 - 3,328 (10) 70,697
--------- -------- -------- -------- ---------
NET (DECREASE) INCREASE IN CASH...... (773) 8 2,447 - 1,682
CASH, BEGINNING OF PERIOD............ 23,505 26 1,645 - 25,176
--------- -------- -------- -------- ---------
CASH, END OF PERIOD.................. $ 22,732 $ 34 $ 4,092 $ - $ 26,858
========= ======== ======== ======== =========
</TABLE>
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 second quarter of 1998 was $21.6 million,
or $0.60 per diluted share, a 25.2% decrease from net income of $28.9 million,
or $0.78 per diluted share, for the second quarter of 1997. Net income for the
26 weeks ended August 1, 1998 was $28.9 million, or $0.80 per diluted share, a
37.7% decrease from net income of $46.4 million, or $1.26 per diluted share, for
the 26 weeks ended August 2, 1997.
The Company anticipates that net revenues and operating margins for 1998
will continue to be negatively impacted by the factors which adversely affected
the Company's net revenues and operating margins during the 13 weeks and 26
weeks ended August 1, 1998, principally the continuing weakness in the domestic
and international retail footwear markets which resulted in heavy promotional
pricing activity in the Company's wholesale and retail business. In addition,
the Company anticipates that its operating margins for 1998 will continue to be
negatively impacted by the continuing shift in the sales mix towards retail
operations which provide higher gross profit margins but also carry higher
selling, general and administrative expense ("SG&A") margins than wholesale
operations. See "--Net Revenues," "--Gross Profit" and "--Selling, General and
Administrative Expenses."
NET REVENUES. Net revenues were $528.0 million in the second quarter of
1998 compared to $495.7 million in the second quarter of 1997, an increase of
$32.3 million, or 6.5%. For the 26 weeks ended August 1, 1998, net revenues
were $976.2 million compared to $901.8 million in the comparable prior year
period, an increase of $74.5 million, or 8.3%. The increase in net revenues for
both the second quarter and 26 weeks ended August 1, 1998 is due primarily to
growth in the Company's international business.
Domestic wholesale net revenues decreased by $2.6 million, or 1.0%, and
$10.3 million, or 2.2%, for the 13 weeks and 26 weeks ended August 1, 1998,
respectively, due primarily to heavy promotional pricing activity resulting from
the weakness in the domestic retail footwear market, offset in part by an
increase in the Company's accessories business of $11.9 million, or 91.7%, for
the second quarter of 1998, and $20.3 million, or 84.6%, for the 26 weeks ended
August 1, 1998.
Domestic retail net revenues increased $1.2 million, or 0.6%, and $12.3
million, or 3.4%, for the 13 weeks and 26 weeks ended August 1, 1998, due
primarily to increased volume from 59 retail locations opened (net of closings)
since August 2, 1997 ($16.8 million and $33.8 million for the second quarter and
26 weeks ended August 1, 1998, respectively). Domestic comparable store sales
decreased by $15.6 million, or 8.2%, for the second quarter of 1998, and
decreased $21.5 million, or 6.2%, for the 26 weeks ended August 1, 1998, due to
weakness in the domestic retail footwear market.
International net revenues increased $33.7 million, or 79.6%, for the
second quarter of 1998, and $72.4 million, or 109.8%, for the 26 weeks ended
August 1, 1998, due primarily to increased volume from 169 retail locations
opened or acquired (net of closings) since August 2, 1997 ($34.7 million and
$73.9 million for the 13 weeks and 26 weeks ended August 1, 1998, respectively).
International comparable store sales decreased by $1.1 million, or 3.3%, for the
second quarter of 1998, and decreased $2.5 million, or 4.3%, for the 26 weeks
ended August 1, 1998, due to weakness in the international retail footwear
market.
During the 13 weeks and 26 weeks ended August 1, 1998, retail operations
accounted for 52% and 51%, respectively, of the Company's consolidated net
revenues, while wholesale operations accounted for the remaining 48% and 49%,
respectively. Net revenues from the Company's international segment, which is
primarily retail, are included in the wholesale and retail percentages noted
above and accounted for 14% of the Company's consolidated net revenues for both
the 13 weeks and 26 weeks ended August 1, 1998.
GROSS PROFIT. Gross profit was $214.4 million in the second quarter of
1998 compared to $206.6 million in the second quarter of 1997, an increase of
$7.7 million, or 3.7%. Gross profit for the 26 weeks ended August 1, 1998 was
$405.4 million, compared to $388.5 million for the comparable prior year period,
an increase of $16.9 million, or 4.4%. Gross profit as a percentage of net
revenues was 40.6% and 41.5% for the second quarter and first 26 weeks of 1998,
compared to 41.7% and 43.1% for the comparable prior year periods. The decrease
in gross profit as a percentage of net revenues is due primarily to the weakness
in the domestic retail footwear market which resulted in excess inventory in the
domestic retail environment and corresponding heavy promotional pricing activity
in the Company's domestic wholesale and retail business. This decrease was
offset somewhat by a greater percentage of the Company's net revenues being
derived from its retail operations, which produce greater gross profit margins
than the Company's wholesale operations, including substantial growth in the
Company's international business.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES. SG&A expenses were $162.8
million in the second quarter of 1998, compared to $144.0 million in the second
quarter of 1997, an increase of $18.8 million, or 13.0%. SG&A expenses were
$324.6 million for the 26 weeks ended August 1, 1998, compared to $282.4 million
in the comparable prior year period, an increase of $42.2 million, or 14.9%.
SG&A expense expressed as a percentage of net revenues was 30.8% and 33.3% for
the second quarter and first 26 weeks of 1998, respectively, up from 29.1% and
31.3% for comparable prior year periods. The increase in SG&A expenses as a
percentage of net revenues is due primarily to the continuing shift in the sales
mix in both the Company's domestic and international segments towards retail
operations, which carry higher SG&A margins than wholesale operations, and
decreased comparable store sales in the Company's domestic retail business.
INTEREST EXPENSE. Interest expense was $13.3 million in the second quarter
of 1998, compared to $12.6 million in the second quarter of 1997, an increase of
$0.7 million, or 5.5%. Interest expense was $28.1 million for the first 26
weeks of 1998, compared to $24.9 million for the comparable prior year period,
an increase of $3.2 million, or 12.8%. The increase in interest expense relates
primarily to an increase in the Company's weighted average interest rates and,
for the first 26 weeks of 1998 is also attributable to the increase in capital
required to finance the expansion of the Company's domestic and international
businesses, including acquisitions and the opening of additional retail
locations. Weighted average debt outstanding was approximately $650 million for
the second quarter of 1998, compared to approximately $685 million for the
comparable prior year period. For the 26 weeks ended August 1, 1998, weighted
average debt outstanding was approximately $680 million, compared to
approximately $670 million for the comparable prior year period. Weighted
average interest rates were 7.3% and 6.6% for the second quarter of 1998 and
1997, respectively, and 7.3% and 6.4% for the first 26 weeks of 1998 and 1997,
respectively. The increase in the weighted average interest rates is
attributable primarily to the refinancing of the Company's debt at the end of
the second quarter of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon cash flow from operating activities and
borrowings under the Company's revolving credit facility to finance its
operations and expansion. Cash provided by operating activities was $128.9
million for the first 26 weeks of 1998, compared to cash used by operating
activities of $30.7 million for the first 26 weeks of 1997. The increase in
cash provided by operating activities is due primarily to enhancements to the
Company's accounts receivable securitization program and inventory management
improvements which resulted in a significant decrease in the Company's
investment in inventory.
Working capital was $519.8 million at August 1, 1998, compared to $589.4
million at January 31, 1998, a decrease of $69.5 million. The decrease in
working capital was primarily due to: (1) a $26.6 million decrease in
inventories due primarily to inventory management improvements; and (2) a $39.0
million decrease in prepaid expenses and other current assets. 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.
Cash used for investing activities during the 26 weeks ended August 1, 1998
includes $9.0 million for the purchase of Cable & Co. (UK) Limited, a United
Kingdom-based footwear and accessories company, involving 25 retail locations
situated primarily in the United Kingdom, and during the comparable prior year
period includes $13.9 million for the purchase of The Shoe Studio Group Limited.
Proceeds from the sale of property and equipment includes $16.4 million for the
sale of certain office and warehouse facilities located in Cincinnati, Ohio,
which the Company had acquired in connection with the acquisition of the
Footwear Division of The United States Shoe Corporation. Capital expenditures
totaled $17.5 million and $23.5 million in the first 26 weeks ended August 1,
1998 and August 2, 1997, respectively, and related primarily to the Company's
retail location expansion and remodeling programs ($11.0 million and $14.2
million for the 26 weeks ended August 1, 1998 and August 2, 1997, respectively),
and in 1997, include expenditures related to the consolidation and relocation of
the Company's offices in Stamford, Connecticut and Cincinnati, Ohio to a new
facility in White Plains, New York ($3.8 million). The Company estimates that
total capital expenditures for 1998 will be approximately $50 million. The
actual amount of the Company's capital expenditures depends, in part, on the
number of new retail locations opened, the number of retail locations remodeled
and the amount of any construction allowances the Company may receive from the
landlords of its new retail locations. The Company's ongoing evaluation of its
retail operations has led to a decision to grow its retail network at a slower
pace by applying rigorous standards to all retail location opening and closing
decisions. The opening and success of new retail locations 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 August 1, 1998, the Company
had commitments for approximately $9.0 million of capital expenditures, related
to commitments to open 46 international retail locations during the remainder of
1998, and 47 domestic retail locations, of which 27 are intended to be opened
during the remainder of 1998.
Cash used for financing activities includes a $108.0 million reduction in
borrowings under the Company's revolving credit facility. The decrease in
borrowings is primarily attributable to the factors impacting cash provided by
operating activities noted above. The Company is permitted to borrow up to $600
million under its revolving credit facility, of which up to $150.0 million may
be utilized for letters of credit and up to $250.0 million may be in the form of
multicurrency borrowings. As of August 1, 1998, $67.0 million of borrowings and
$32.3 million of letters of credit were outstanding on a revolving basis and
$500.7 million was available for future borrowing.
The Company expects that its current cash balances, cash provided by
operations and borrowings under the revolving credit facility will continue to
provide the capital flexibility necessary to fund future opportunities and
expansion 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.
YEAR 2000 COMPLIANCE
The year 2000 issue is the result of computer programs using two digits
rather than four to define the applicable year. Such software may recognize a
date using "00" as the year 1900 rather than the year 2000 (the "Year 2000"
issue). The Company utilizes software and related technologies that will be
affected by the date change in the Year 2000. The Company is resolving the Year
2000 issue by modifying or replacing significant portions of its computer
software and certain items of hardware. If such modifications and replacements
are not made in a timely manner, the Company could experience a temporary
inability to process transactions, send invoices or engage in other important
business activities due to system failures or miscalculations, the impact of
such failures which cannot be quantified at this time.
In March 1997, the Company commenced a comprehensive review of its domestic
information technology software and hardware and established a timetable to
complete the corrections required by the Year 2000 issue. The Company expects
to complete the development, programming changes and unit testing, including
compatibility testing, with respect to its domestic internal systems in the
first quarter of fiscal 1999, and as of August 1, 1998, estimates that it has
completed approximately 50% of these procedures, consistent with its timetable.
Through the second quarter of 1998 the Company expended approximately $2.5
million related to the domestic Year 2000 remediation program. The Company
currently expects that the total cost of this program, including both
incremental spending and redeployed resources, will be approximately $5.0
million. The Company is currently evaluating the readiness of its international
operations, which are primarily retail, and expects that the total cost related
to the international Year 2000 remediation program will be less than $1.0
million. Cost of the remediation programs will be funded through existing
sources of liquidity. Time and cost estimates are based on currently available
information. Developments that could affect estimates include, but are not
limited to, the availability and cost of trained personnel and the ability to
locate and correct all relevant computer code and systems.
In addition to reviewing its internal systems, the Company is focusing on
Year 2000 compliance by its significant customers, vendors and suppliers,
including electronic commerce issues. There can be no assurance that the
systems of other companies that interact with the Company will be Year 2000
compliant at all, in a timely manner, or in a manner that is compatible with the
Company's systems. The failure of such third parties to address effectively
such issues could have a materially adverse effect on the Company.
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 shipment 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 the overall strength of the general domestic and
international retail environments including the continuation of weakness in the
domestic and international footwear markets; the ability of the Company to
predict and respond to changes in consumer demand and preferences in a timely
manner; increased competition in the footwear and accessory industry and the
Company's ability to remain competitive in the areas of style, price and
quality; acceptance by consumers of new product lines; the ability of the
Company to manage general and administrative costs; changes in the costs of
leather and other raw materials, labor and advertising; the ability of the
Company to secure and protect trademarks and other intellectual property rights;
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 sections of its
department store customers.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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 ("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. 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. 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. 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 this aspect of the investigation, the Company does not anticipate
that it will have a material adverse financial effect on the Company, although
no assurances can be given as to its ultimate impact on the Company.
In addition, on October 29, 1997, the Company learned that the United
States Customs Service had commenced an investigation of the Company relating to
the Company's importation of Brazilian footwear from 1995 to date. On April 14,
1998, the United States Customs Service informed the Company that such
investigation had been terminated with no action taken against 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 amount of any 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1998 Annual Meeting of Stockholders of the Company was held on June 4,
1998. The election of two Class II directors was the only proposal submitted to
a vote of stockholders at the meeting. Results of the vote were as follows:
Election of Class II directors of the Company.
For Withheld
---------- ------------
Jerome Fisher 27,613,599 159,826
Vincent Camuto 27,615,054 158,371
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit
Number Exhibit
------ -------
27 Financial Data Schedule, filed herewith.
(b) Reports on Form 8-K:
None
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: September 15, 1998
<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 AUGUST 1, 1998 AND
THE CONDENSED CONSOLIDATED STATEMENT OF INCOME AND CONDENSED CONSOLIDATED
STATEMENT OF CASH FLOWS FOR THE TWENTY-SIX WEEKS THEN ENDED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<S> <C>
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<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> AUG-01-1998
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<ALLOWANCES> (57,229)
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<PP&E> 262,443
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<TOTAL-ASSETS> 1,320,241
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0
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