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 May 2, 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 May 2, 1998: 35,927,998.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1 Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income - Thirteen weeks
ended May 2, 1998 and May 3, 1997 3
Condensed Consolidated Balance Sheets - May 2, 1998 and
January 31, 1998 4
Condensed Consolidated Statements of Cash Flows - Thirteen
weeks ended May 2, 1998 and May 3, 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3 Quantitative and Qualitative Disclosures About Market Risk 12
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 2 Changes in Securities and Use of Proceeds 13
Item 6 Exhibits and Reports on Form 8-K 14
Signatures 15
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
Thirteen Weeks Ended
-----------------------
May 2 May 3
1998 1997
---------- ----------
Net revenues.......................................... $ 448,282 $ 406,083
Cost of goods sold.................................... 257,222 224,242
---------- ----------
Gross profit........................................ 191,060 181,841
Selling, general and administrative expenses.......... 161,799 138,404
Amortization of acquisition goodwill and
other intangibles.................................... 2,522 2,334
---------- ----------
Operating income.................................... 26,739 41,103
Interest expense...................................... 14,799 12,311
---------- ----------
Income before income taxes.......................... 11,940 28,792
Income tax expense.................................... 4,657 11,301
---------- ----------
Net Income.......................................... $ 7,283 $ 17,491
========== ==========
Weighted average common shares and common
share equivalents used in earnings per
share calculation:
Basic............................................... 35,916 35,806
========== ==========
Diluted............................................. 35,962 39,621
========== ==========
Earnings per share:
Basic............................................... $ 0.20 $ 0.49
========== ==========
Diluted............................................. $ 0.20 $ 0.48
========== ==========
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)
May 2 January 31
1998 1998
---------- ----------
ASSETS
Current Assets:
Cash................................................ $ 22,515 $ 23,674
Accounts receivable................................. 13,921 40,715
Securitized interest in accounts receivable......... 101,170 91,208
Inventories......................................... 550,849 543,503
Prepaid expenses and other current assets........... 73,820 100,031
---------- ----------
Total current assets.............................. 762,275 799,131
Property and equipment - net.......................... 171,219 172,795
Goodwill - net........................................ 234,363 231,130
Trademarks and trade names - net...................... 140,856 139,750
Other assets.......................................... 41,565 48,733
---------- ----------
Total assets.................................... $1,350,278 $1,391,539
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.................................... $ 83,571 $ 100,075
Accrued expenses and other current liabilities...... 82,805 105,444
Current portion of long-term debt................... 4,732 4,235
---------- ----------
Total current liabilities......................... 171,108 209,754
Long-term debt........................................ 663,415 687,263
Other non-current liabilities......................... 68,530 55,674
---------- ----------
Total liabilities............................... 903,053 952,691
---------- ----------
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; 35,927,998 and 35,818,831 shares
issued and outstanding, respectively).............. 359 358
Additional paid-in capital.......................... 143,886 143,278
Retained earnings................................... 305,201 297,918
Cumulative currency translation adjustment.......... (2,221) (2,706)
---------- ----------
Total stockholders' equity........................ 447,225 438,848
---------- ----------
Total liabilities and stockholders' equity.... $1,350,278 $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)
Thirteen Weeks Ended
-----------------------
May 2 May 3
1998 1997
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 7,283 $ 17,491
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization...................... 12,110 9,114
Deferred income taxes and other.................... 8,600 761
Changes in assets and liabilities:
Accounts receivable including securitized
interest in accounts receivable.............. 18,082 (5,537)
Inventory....................................... (4,502) (6,919)
Prepaid expenses and other assets............... 11,052 6,463
Accounts payable................................ (16,504) (16,114)
Accrued expenses and other current liabilities.. (14,525) (9,988)
---------- ----------
Net cash provided (used) by operating activities...... 21,596 (4,729)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................... (7,361) (7,498)
Proceeds from sale of property and equipment.......... 16,351 -
Acquisition of business - net of cash acquired........ (9,025) -
Other assets.......................................... (53) (185)
---------- ----------
Net cash used by investing activities................. (88) (7,683)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings under financing agreements (23,761) 20,000
Repayments of long-term debt.......................... - (5,000)
Net proceeds from issuance of stock and other......... 1,094 1,517
---------- ----------
Net cash (used) provided by financing activities...... (22,667) 16,517
---------- ----------
NET (DECREASE) INCREASE IN CASH....................... (1,159) 4,105
CASH, BEGINNING OF PERIOD............................. 23,674 25,176
---------- ----------
CASH, END OF PERIOD................................... $ 22,515 $ 29,281
========== ==========
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 13
weeks ended May 2, 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
Annual Report on Form 10-K of the Company for the 52 weeks ended January 31,
1998 ("1997").
2. BUSINESS RESTRUCTURING CHARGE
In the fourth quarter of 1996, the Company recorded a charge of $21.3
million, offset by a reversal of a $2.3 million excess of the restructuring and
integration cost accrual associated with the acquisition of the Footwear
Division of The United States Shoe Corporation (the "Acquisition"), 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 were: (1) write-down of assets of $13.8 million; (2) 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 $7.5 million and are to be paid over a three-year period ending in fiscal
1999.
During 1997, the Company substantially completed the domestic manufacturing
facility closures and reconfigurations, the Relocation and the 9 & Co. store
closures. As of May 2, 1998, the charges recorded against the Restructuring
Charge accrual included $13.8 million in asset write-downs, $2.2 million in
lease and contract termination costs and $2.1 million in plant closing costs.
As of May 2, 1998, total cash outlays recorded against the Restructuring Charge
accrual were $4.3 million, of which $0.5 million was paid and charged during the
first 13 weeks of 1998. The remaining balance of the Restructuring Charge
accrual of $3.2 million is recorded in the balance sheet within the caption
"Accrued expenses and other current liabilities" and consists primarily of cash
outlays related to lease and contract termination costs.
The initiatives outlined in the Restructuring Charge affected the
employment of approximately 1,135 employees. Of these employees, 1,025 held
manufacturing positions and represented approximately 50% of the Company's
domestic manufacturing workforce, and 110 were corporate 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 severance plans. During 1997, the Company terminated substantially
all of the affected employees. As of May 2, 1998, $6.6 million ($1.5 million
and $2.0 million during the thirteen weeks ended May 2, 1998 and May 3, 1997,
respectively) of severance and termination benefit payments were paid and
charged against the severance plan liability. The remaining severance and
termination benefit payments will be substantially completed during 1998.
3. 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):
Thirteen weeks ended
--------------------
May 2 May 3
1998 1997
---- ----
Earnings:
Net income (numerator for basic calculation). $ 7,283 $17,491
Effect of convertible notes.................. - 1,669
------- -------
Numerator for diluted calculation............ $ 7,283 $19,160
======= =======
Shares:
Weighted average common shares outstanding
(denominator for basic calculation)......... 35,916 35,806
Effect of stock options...................... 46 759
Effect of convertible notes.................. - 3,056
------- -------
Denominator for diluted calculation.......... 35,962 39,621
======= =======
Earnings per share:
Basic ....................................... $ 0.20 $ 0.49
======= =======
Diluted ..................................... $ 0.20 $ 0.48
======= =======
The impact of the convertible notes was excluded from the diluted earnings
per share calculation for the first quarter of 1998 as its effect on the
reported per share amount was anti-dilutive.
For the first quarters of 1998 and 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 first quarters of 1998 and 1997, the number of stock
options whose impact was not included in the diluted computation was 4.3 million
and 1.1 million, respectively. These options were outstanding at the end of
each of the respective periods.
4. 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):
Thirteen weeks ended
--------------------
May 2 May 3
1998 1997
------ -------
Net income................................... $7,283 $17,491
Currency translation adjustment.............. 485 (109)
------ -------
Comprehensive income.................... $7,768 $17,382
====== =======
5. INVENTORIES
Inventories are valued at the lower of cost or market. Approximately 57%
and 60% of inventory values were determined by using the FIFO (first in, first
out) method of valuation as of May 2, 1998 and January 31, 1998, respectively;
the remainder was determined by using the weighted average cost method.
Inventory is comprised of (in thousands):
May 2 January 31
1998 1998
-------- ----------
Raw materials................................ $ 18,523 $ 19,672
Work in process.............................. 2,564 1,987
Finished goods............................... 529,762 521,844
-------- --------
Total inventory......................... $550,849 $543,503
======== ========
6. 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 May 2, 1998, $150.0 million of borrowings and $32.8 million of letters of
credit were outstanding on a revolving basis and $417.2 million was available
for future borrowing.
7. CASH FLOWS
The Company received income tax refunds of $0.2 million during the 13 weeks
ended May 2, 1998. Cash paid for income taxes was $0.4 million for the 13 weeks
ended May 3, 1997. Cash paid for interest was $21.9 million and $10.2 million
for the 13 weeks ended May 2, 1998 and May 3, 1997, respectively.
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 first quarter of 1998 was $7.3 million, or
$0.20 per diluted share, a 58.4% decrease from net income of $17.5 million, or
$0.48 per diluted share, for the first quarter of 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 first quarter of
1998, including weakness in the domestic and international retail footwear
markets. In addition, the Company anticipates that its operating margins for
1998 will continue to be negatively impacted by the 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 $448.3 million in the first quarter of
1998 compared to $406.1 million in the first quarter of 1997, an increase of
$42.2 million, or 10.4%, due primarily to new store openings. Domestic
wholesale net revenues decreased by $7.7 million, or 3.4%, due primarily to
heavy promotional pricing activity resulting from the continued weakness in the
domestic retail footwear market. Net revenues from domestic retail operations
increased $11.2 million, or 7.0%, due primarily to increased volume from 116
retail locations opened (net of closings) since the comparable prior year period
($17.0 million). Domestic comparable store sales decreased by $5.8 million, or
3.8%, due to weakness in the domestic retail footwear market. International net
revenues increased $38.7 million, or 164.1%, due primarily to increased volume
from 287 retail locations opened or acquired (net of closings) since the
comparable prior year period ($39.2 million). International comparable store
sales decreased by 5.7% due to weakness in the international retail footwear
market. During the first quarter of 1998, wholesale operations accounted for
51% of the Company's consolidated net revenues, while retail operations
accounted for the remaining 49%, and net revenues from the Company's
international segment, which are included in the wholesale and retail
percentages noted above, accounted for 14% of the Company's consolidated net
revenues.
GROSS PROFIT. Gross profit was $191.1 million in the first quarter of 1998
compared to $181.8 million in the first quarter of 1997, an increase of $9.3
million, or 5.1%. Gross profit as a percentage of net revenues was 42.6% for
the first quarter of 1998, compared to 44.8% for the comparable prior year
period. The decrease in gross profit as a percentage of net revenues is due
primarily to heavy promotional pricing activity in the Company's domestic
wholesale and retail businesses resulting from the continued weakness in the
domestic retail footwear market. 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, which is primarily retail.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES. SG&A expenses were $161.8
million in the first quarter of 1998, compared to $138.4 million in the first
quarter of 1997, an increase of $23.4 million, or 16.9%. SG&A expense expressed
as a percentage of net revenues was 36.1% for the first quarter of 1998, up from
34.1% for the comparable prior year period. The increase in SG&A expenses as a
percentage of net revenues for the first quarter of 1998 is due primarily to a
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.
INTEREST EXPENSE. Interest expense was $14.8 million in the first quarter
of 1998, compared to $12.3 million in the first quarter of 1997, an increase of
$2.5 million, or 20.2%. This increase relates 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, and to higher interest rates during the first quarter of 1998
compared to the first quarter of 1997. Weighted average debt outstanding was
approximately $705 million and $650 million during the first quarters of 1998
and 1997, respectively. Weighted average interest rates were 7.2% and 6.2%
during the first quarters of 1998 and 1997, respectively. The increase in the
weighted average interest rate in 1998 is attributable primarily to the
refinancing of the Company's debt during 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 $21.6
million for the first 13 weeks of 1998, compared to cash used by operating
activities of $4.7 million for the first 13 weeks of 1997. This $26.3 million
increase is due primarily to a $23.6 million increase in cash provided by
accounts receivable, including securitized interest in accounts receivable,
resulting primarily from higher aggregate advances under the Company's accounts
receivable securitization program. Working capital was $591.2 million at May 2,
1998, compared to $589.4 million at January 31, 1998. 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 the Restructuring
Charge of $21.3 million, offset by a reversal of a $2.3 million excess of the
restructuring and integration cost accrual associated with the Acquisition,
resulting in a net pretax charge to earnings of $19.0 million. Cash outlays
related to the Restructuring Charge are estimated to be $7.5 million and are to
be paid over a three-year period ending in fiscal 1999. As of May 2, 1998,
total cash outlays recorded against the Restructuring Charge accrual were $4.3
million, of which $0.5 million was paid and charged during the first 13 weeks of
1998. Total severance and termination benefit costs associated with the
Restructuring Charge are $9.6 million, which relate to benefits provided by the
Company's existing severance plans. As of May 2, 1998, $6.6 million ($1.5
million and $2.0 million during the thirteen weeks ended May 2, 1998 and May 3,
1997, respectively) of severance and termination benefits were paid and charged
against the severance plan liability. The remaining severance and termination
benefit payments will be substantially completed during 1998.
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 May 2, 1998, $150.0 million of borrowings and $32.8 million of letters of
credit were outstanding on a revolving basis and $417.2 million was available
for future borrowing.
Cash used for investing activities during the first 13 weeks of 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. 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. Capital expenditures totaled $7.4 million
and $7.5 million in the first 13 weeks of 1998 and 1997, respectively, and
related primarily to the Company's retail location expansion and remodeling
programs ($4.0 million and $3.6 million for the first 13 weeks of 1998 and 1997,
respectively). The Company estimates that total capital expenditures for 1998
will be approximately $55.0 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 May 2, 1998, the Company had commitments for
approximately $13.0 million of capital expenditures, related to commitments to
open approximately 60 international retail locations during the remainder of
1998, and 56 domestic retail locations, of which approximately 38 are intended
to be opened during the remainder of 1998.
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.
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; 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On February 17, 1998, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (each, a "Right") for each
outstanding share of the Company's common stock. The dividend was payable on
March 4, 1998, to the stockholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Series A Junior Participating Preferred Stock (the "Preferred Stock"), par
value $.01 per share, of the Company at a price of $120 per one one-thousandth
of a share of Preferred Stock, subject to adjustment. The description and terms
of the Rights are set forth in a Rights Agreement dated as of February 17, 1998,
between the Company and The Bank of New York, as rights agent (the "Rights
Agreement").
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:
The Company filed a Current Report on Form 8-K dated February 17, 1998, for
the purpose of reporting under Item 5 thereof the declaration on such date of a
dividend of one preferred share purchase right for each outstanding share of
Company common stock, the description and terms of which are set forth in the
Rights Agreement attached thereto as Exhibit 4.1.
The Company filed a Current Report on Form 8-K dated April 15, 1998, for
the purpose of reporting the issuance of a press release announcing that it had
been informed by the United States Customs Service that the investigation which
the Company was advised of on October 29, 1997 relating to the Company's
importation of Brazilian footwear from 1995 to such date had been terminated
with no action taken against the Company. A copy of the press release was filed
therewith as Exhibit 20.1.
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: June 15, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE NINE
WEST GROUP INC. CONSOLIDATED BALANCE SHEET AS OF MAY 2, 1998 AND THE
CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED STATEMENT OF CASH FLOWS FOR
THE THIRTEEN WEEKS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-END> MAY-02-1998
<CASH> 22,515
<SECURITIES> 0
<RECEIVABLES> 166,969
<ALLOWANCES> (51,878)
<INVENTORY> 550,849
<CURRENT-ASSETS> 762,275
<PP&E> 263,979
<DEPRECIATION> (92,760)
<TOTAL-ASSETS> 1,350,278
<CURRENT-LIABILITIES> 171,108
<BONDS> 663,415
0
0
<COMMON> 359
<OTHER-SE> 446,866
<TOTAL-LIABILITY-AND-EQUITY> 1,350,278
<SALES> 448,282
<TOTAL-REVENUES> 448,282
<CGS> 257,222
<TOTAL-COSTS> 257,222
<OTHER-EXPENSES> 163,724
<LOSS-PROVISION> 597
<INTEREST-EXPENSE> 14,799
<INCOME-PRETAX> 11,940
<INCOME-TAX> 4,657
<INCOME-CONTINUING> 7,283
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,283
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
