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 1, 1999
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 1, 1999: 34,079,913.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1 Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income - 13 weeks
ended May 1, 1999 and May 2, 1998 3
Condensed Consolidated Balance Sheets - May 1, 1999
and January 30, 1999 4
Condensed Consolidated Statements of Cash Flows - 13 weeks
ended May 1, 1999 and May 2, 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 3 Quantitative and Qualitative Disclosures About Market Risk 19
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 20
Item 6 Exhibits and Reports on Form 8-K 20
Signatures 22
Index to Exhibits 23
<TABLE>
<CAPTION>
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share data)
(Unaudited)
13 Weeks Ended
----------------------
May 1 May 2
1999 1998
-------- --------
<S> <C> <C>
Net revenues......................................... $441,867 $448,282
Cost of goods sold................................... 245,409 257,222
-------- --------
Gross profit....................................... 196,458 191,060
Selling, general and
administrative expenses............................. 165,805 161,799
Amortization of acquisition goodwill
and other intangibles............................... 2,708 2,522
-------- --------
Operating income................................... 27,945 26,739
Interest expense..................................... 12,203 14,799
-------- --------
Income before income taxes......................... 15,742 11,940
Income tax expense................................... 6,139 4,657
-------- --------
Net income......................................... $ 9,603 $ 7,283
======== ========
Weighted average common shares:
Basic.............................................. 33,996 35,916
======== ========
Diluted............................................ 34,037 35,962
======== ========
Earnings per share:
Basic.............................................. $ 0.28 $ 0.20
======== ========
Diluted............................................ $ 0.28 $ 0.20
======== ========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
</TABLE>
<TABLE>
<CAPTION>
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
(Unaudited)
May 1 January 30
1999 1999
---------- ----------
<S> <C> <C>
ASSETS
Current Assets:
Cash.............................................. $ 29,637 $ 17,951
Accounts receivable including securitized
interest in accounts receivable - net............ 90,416 86,494
Inventories....................................... 423,457 460,375
Prepaid expenses and other current assets......... 65,932 67,432
---------- ----------
Total current assets............................ 609,442 632,252
Property and equipment - net........................ 161,887 164,006
Goodwill - net...................................... 228,621 230,237
Trademarks and trade names - net.................... 136,793 137,895
Other assets........................................ 51,579 52,739
---------- ----------
Total assets.................................. $1,188,322 $1,217,129
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.................................. $ 73,666 $ 79,525
Accrued expenses and other current liabilities.... 85,510 99,067
Current portion of long-term debt................. 3,925 3,449
---------- ----------
Total current liabilities....................... 163,101 182,041
Long-term debt...................................... 486,756 510,804
Other non-current liabilities....................... 67,458 66,220
---------- ----------
Total liabilities............................. 717,315 759,065
---------- ----------
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; 34,079,913 and 33,985,098 shares
issued and outstanding, respectively)............ 360 359
Additional paid-in capital........................ 146,772 144,203
Retained earnings................................. 347,889 338,286
Accumulated other comprehensive income............ (4,023) (4,793)
---------- ----------
490,998 478,055
Less treasury stock, at cost (1,952,900 shares). (19,991) (19,991)
---------- ----------
Total stockholders' equity.................... 471,007 458,064
---------- ----------
Total liabilities and stockholders' equity.. $1,188,322 $1,217,129
========== ==========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
</TABLE>
<TABLE>
<CAPTION>
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
13 Weeks Ended
----------------------
May 1 May 2
1999 1998
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 9,603 $ 7,283
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 12,053 12,110
Deferred income taxes and other.................... 4,519 8,600
Changes in assets and liabilities:
Accounts receivable including securitized
interest in accounts receivable - net.......... (3,922) 18,082
Inventories..................................... 36,918 (4,502)
Prepaid expenses and other assets............... (2,148) 11,052
Accounts payable................................ (5,859) (16,504)
Accrued expenses and other liabilities.......... (12,319) (14,525)
-------- --------
Net cash provided by operating activities............. 38,845 21,596
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................... (7,383) (7,361)
Proceeds from sale of property and equipment.......... - 16,351
Business acquisition - net of cash acquired........... - (9,025)
Other investing activities............................ 839 (53)
-------- --------
Net cash used by investing activities................. (6,544) (88)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under financing agreements............. (23,955) (23,761)
Net proceeds from issuance of stock and other......... 3,340 1,094
-------- --------
Net cash used by financing activities................. (20,615) (22,667)
-------- --------
NET INCREASE (DECREASE)IN CASH........................ 11,686 (1,159)
CASH, BEGINNING OF PERIOD............................. 17,951 23,674
-------- --------
CASH, END OF PERIOD................................... $ 29,637 $ 22,515
======== ========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
</TABLE>
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 condensed
consolidated financial statements for the periods presented. The results of
operations for the 13 weeks ended May 1, 1999 are not necessarily indicative of
the results to be expected for the 52 weeks ending January 29, 2000 ("1999").
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 30, 1999
("1998").
2. BUSINESS RESTRUCTURING CHARGE
In the fourth quarter of 1998, the Company recorded a pre-tax charge of
$18.0 million (the "1998 Restructuring Charge") related to the restructuring of
the Company's manufacturing operations and the Company's decision to close its
9 & Co. retail stores. Inventory write-downs of $5.4 million associated with
the charge were recorded as a component of costs of goods sold. The 1998
Restructuring Charge related to costs associated with: (1) the closure of one
domestic manufacturing facility and one Caribbean-based component facility, and
the reconfiguration and integration of certain operations at three other
domestic manufacturing facilities (the "Manufacturing Restructuring"); and (2)
the Company's decision to close all 63 9 & Co. stores in operation at January
30, 1999. The major components of the 1998 Restructuring Charge were: (1)
asset write-downs of $12.9 million; (2) lease termination and facility closure
costs of $3.5 million; and (3) severance and termination benefit costs of $1.6
million. Total cash outlays related to the 1998 Restructuring Charge are
estimated to be $5.1 million and are to be substantially paid through 2000, with
certain lease termination costs to be paid through 2002.
During the fourth quarter of 1998, the Company substantially completed the
activities associated with the Manufacturing Restructuring. During the first
quarter of 1999, the Company closed 12 of the 9 & Co. stores. The Company
anticipates that it will close approximately 50 of the 63 9 & Co. stores during
1999, and close the remaining 9 & Co. stores during 2000. As of May 1, 1999,
charges against the 1998 Restructuring Charge accrual related to these actions
included $12.9 million in asset write-downs, $0.5 million in severance and
termination benefit payments ($0.3 million during the first quarter of 1999) and
$0.4 million in lease termination and facility closure costs (all during the
first quarter of 1999). The remaining balance of the 1998 Restructuring Charge
accrual of $4.2 million is recorded in the balance sheet within the captions
"Accrued expenses and other current liabilities" ($3.6 million) and "Other non-
current liabilities" ($0.6 million) and consists primarily of cash outlays
related to lease termination and facility closure costs ($3.1 million) and
severance and termination benefits costs ($1.1 million).
The initiatives outlined in the 1998 Restructuring Charge are expected to
affect approximately 1,260 employees, of which 640 are manufacturing positions,
580 are 9 & Co. retail employees and 40 are managerial employees. Total
severance and termination benefit costs associated with these initiatives are
estimated to be $2.9 million, of which $1.6 million was included in the 1998
Restructuring Charge and $0.8 million was related to benefits provided by the
Company's existing severance plans. The remaining $0.5 million is related to
the 9 & Co. store closures. As of May 1, 1999, substantially all of the
manufacturing and managerial and 41 of the 9 & Co. position eliminations were
completed with $0.4 million in severance and termination benefit costs being
charged against the existing severance plan liability. The severance and
termination benefit payments associated with the 1998 Restructuring Charge will
be substantially completed during 1999.
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):
13 Weeks Ended
----------------------
May 1 May 2
1999 1998
-------- --------
Earnings:
Income before extraordinary item
(numerator for basic and diluted
calculation).............................. $ 9,603 $ 7,283
======= =======
Shares:
Weighted average common shares
outstanding (denominator for
basic calculation)........................ 33,996 35,916
Effect of stock options..................... 41 46
------- -------
Denominator for diluted
calculation................................ 34,037 35,962
======= =======
Earnings per share:
Basic....................................... $ 0.28 $ 0.20
======= =======
Diluted..................................... $ 0.28 $ 0.20
======= =======
The impact of the convertible notes was excluded from the diluted earnings
per share calculation for the 13 weeks ended May 1, 1999 and May 2, 1998 as its
effect on the reported per share amounts was anti-dilutive.
For the 13 weeks ended May 1, 1999 and May 2, 1998, 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 May 1, 1999 and May 2,
1998, the number of stock options whose impact was not included in the diluted
computation was 5.3 million and 4.3 million, respectively. These options were
outstanding at the end of each of the respective periods.
4. COMPREHENSIVE INCOME
Comprehensive income, net of taxes, is comprised of (in thousands):
13 Weeks Ended
----------------------
May 1 May 2
1999 1998
-------- --------
Net income................................... $ 9,603 $7,283
Currency translation adjustment.............. 770 485
-------- --------
Comprehensive income.................... $10,373 $7,768
======== ========
5. ACCOUNTS RECEIVABLE INCLUDING SECURITIZED INTEREST IN
ACCOUNTS RECEIVABLE - NET
Accounts receivable including securitized interest in accounts receivable
consists of (in thousands):
May 1 January 30
1999 1999
------- ----------
Securitized interest in accounts receivable.. $93,946 $85,957
Accounts receivable.......................... 46,696 51,153
Allowance for doubtful accounts and other
allowances................................. (50,226) (50,616)
------- --------
Accounts receivable including securitized
interest in accounts receivable - net.. $90,416 $86,494
======= ========
6. INVENTORIES
Inventories are valued at the lower of cost or market. Approximately 53%
and 57% of inventory values were determined by using the FIFO (first in, first
out) method of valuation as of May 1, 1999 and January 30, 1999, respectively;
the remainder was determined by using the weighted average cost method.
Inventories are comprised of (in thousands):
May 1 January 30
1999 1999
-------- ----------
Raw materials................................ $ 15,860 $ 16,967
Work in process.............................. 1,191 1,403
Finished goods............................... 406,406 442,005
-------- --------
Total inventories....................... $423,457 $460,375
======== ========
7. LONG-TERM DEBT
The Company is permitted to borrow up to $500.0 million under the terms of
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 1, 1999, $14.6 million of multicurrency borrowings backed
by letters of credit and $45.6 million of other letters of credit were
outstanding on a revolving basis, and $439.8 million was available for future
borrowing.
8. CASH FLOWS
Cash paid for income taxes was $0.1 million for the 13 weeks ended May 1,
1999. The Company received income tax refunds of $0.2 million during the 13
weeks ended May 2, 1998. Cash paid for interest was $15.2 million and $21.9
million for the 13 weeks ended May 1, 1999 and May 2, 1998, respectively.
9. BUSINESS SEGMENT AND GEOGRAPHIC AREA INFORMATION
The Company's operations are comprised of domestic wholesale, domestic
retail and international segments. Information on segments and a
reconciliation to amounts disclosed within the condensed consolidated
financial statements are as follows (in thousands):
<TABLE>
<CAPTION>
Quarter ended May 1, 1999:
Domestic Domestic Inter- Corporate
Wholesale Retail national and other Consolidated
--------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Net revenues........... $205,126 $164,694 $72,047 $ - $441,867
Segment profit......... 44,307 11,193 626 (28,181) 27,945
Interest expense....... 12,203
Income before income
taxes................. 15,742
<CAPTION>
Quarter ended May 2, 1998:
Domestic Domestic Inter- Corporate
Wholesale Retail national and other Consolidated
--------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
Net revenues........... $210,384 $170,370 $67,528 $ - $448,282
Segment profit......... 38,559 11,538 2,969 (26,327) 26,739
Interest expense....... 14,799
Income before income
taxes................. 11,940
<CAPTION>
Total assets are as follows:
May 1 January 30
1999 1999
---------- ----------
<S> <C> <C>
Domestic wholesale...................................... $ 549,184 $ 508,532
Domestic retail......................................... 253,021 245,593
International........................................... 166,773 159,059
Corporate and other..................................... 219,344 303,945
---------- ----------
Consolidated... ........................................ $1,188,322 $1,217,129
========== ==========
</TABLE>
10. MERGER AGREEMENT
The Company, Jones Apparel Group, Inc. ("Jones"), a Pennsylvania
corporation, and Jill Acquisition Sub Inc. ("Merger Sub"), a Delaware
corporation and a wholly owned subsidiary of Jones, have entered into an
Agreement and Plan of Merger, dated as of March 1, 1999 (the "Merger
Agreement"), pursuant to which the Company will be merged with Merger Sub (the
"Merger") and all outstanding shares of the Company's Common Stock, other than
shares held by parties to the Merger Agreement or by dissenting shareholders who
perfect their statutory appraisal rights under Delaware law, will be converted
into the right to receive $13.00 in cash and .5011 shares of common stock of
Jones (the "Jones Common Stock"), subject to the terms and conditions of the
Merger Agreement. Based on an average daily closing price of Jones Common Stock
over a valuation period consisting of the 15 trading days preceding June 14,
1999 of $31.21 per share, and including assumed debt, the transaction has a
total value of approximately $1.5 billion. Jones is a designer and marketer of
a broad array of products, including sportswear, jeanswear, suits and dresses.
On June 14, 1999, the Company stockholders approved the adoption of the Merger
Agreement. The Merger is expected to close on June 15, 1999.
11. 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 May 1, 1999
and January 30, 1999, and condensed consolidating statements of income and cash
flows for the 13-week periods ended May 1, 1999 and May 2, 1998, 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.
11. 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 May 1,
1999 and January 30, 1999, and condensed consolidating statements of income
and cash flows for the 13-week periods ended May 1, 1999 and May 2, 1998,
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>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
13 WEEKS ENDED MAY 1, 1999
(in thousands)
Nine West
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
--------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net revenues......................... $213,025 $499,218 $74,937 $(345,313) $441,867
Cost of goods sold................... 108,703 410,058 37,258 (310,610) 245,409
-------- -------- ------- --------- --------
Gross profit....................... 104,322 89,160 37,679 (34,703) 196,458
Selling, general and
administrative expenses............. 100,440 66,467 33,601 (34,703) 165,805
Amortization of acquisition goodwill
and other intangibles............... 1,413 929 366 - 2,708
-------- -------- ------- --------- --------
Operating income................... 2,469 21,764 3,712 - 27,945
Interest expense..................... 3,355 6,957 1,891 - 12,203
Equity in net earnings of
subsidiaries........................ 10,748 - - (10,748) -
-------- -------- ------- --------- --------
Income before income taxes......... 9,862 14,807 1,821 (10,748) 15,742
Income tax expense................... 259 5,457 423 - 6,139
-------- -------- ------- --------- --------
Net income......................... $ 9,603 $ 9,350 $ 1,398 $ (10,748) $ 9,603
======== ======== ======= ========= ========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
13 WEEKS ENDED MAY 2, 1998
(in thousands)
Nine West
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
<S> <C> <C> <C> <C> <C>
-------- ------------ ------------- ----------- ------------
Net revenues......................... $209,130 $649,522 $77,663 $(488,033) $448,282
Cost of goods sold................... 109,087 558,753 39,491 (450,109) 257,222
-------- -------- ------- --------- --------
Gross profit....................... 100,043 90,769 38,172 (37,924) 191,060
Selling, general and
administrative expenses............. 101,268 67,441 31,047 (37,957) 161,799
Amortization of acquisition goodwill
and other intangibles............... 1,409 929 184 - 2,522
-------- -------- ------- --------- --------
Operating income................... (2,634) 22,399 6,941 33 26,739
Interest expense..................... 3,786 8,759 2,221 33 14,799
Equity in net earnings of
subsidiaries........................ 12,261 - - (12,261) -
-------- -------- ------- --------- --------
Income before income taxes......... 5,841 13,640 4,720 (12,261) 11,940
Income tax expense................... (1,442) 5,051 1,048 - 4,657
-------- -------- ------- --------- --------
Net income......................... $ 7,283 $ 8,589 $ 3,672 $ (12,261) $ 7,283
======== ======== ======= ========= ========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING BALANCE SHEETS
MAY 1, 1999
(in thousands)
Nine West
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
---------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash............................... $ 12,998 $ 25 $ 16,614 $ - $ 29,637
Accounts receivable including
securitized interest in accounts
receivable - net................. 45,573 (68,331) 113,174 - 90,416
Inventories........................ 148,952 198,676 75,829 - 423,457
Prepaid expenses and other
current assets.................... 34,434 22,962 8,536 - 65,932
Due (to) from affiliates........... (349,190) 382,481 (33,291) - -
---------- -------- -------- --------- ----------
Total current assets............. (107,233) 535,813 180,862 - 609,442
Property and equipment - net......... 117,696 16,636 27,555 - 161,887
Goodwill - net....................... 201,230 - 27,391 - 228,621
Trademarks and trade names - net..... 1,092 133,977 1,724 - 136,793
Other assets......................... 71,872 2,804 3,703 (26,800) 51,579
Investment in subsidiaries........... 794,531 - - (794,531) -
---------- -------- -------- --------- ----------
Total assets................... $1,079,188 $689,230 $241,235 $(821,331) $1,188,322
========== ======== ======== ========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable................... $ 17,366 $ 45,161 $ 11,139 $ - $ 73,666
Accrued expenses and other current
liabilities....................... 56,134 13,216 16,160 - 85,510
Current portion of long-term debt.. - - 3,925 - 3,925
---------- -------- -------- --------- ----------
Total current liabilities........ 73,500 58,377 31,224 - 163,101
Long-term debt....................... 467,127 - 19,629 - 486,756
Other non-current liabilities........ 63,544 2 30,014 (26,102) 67,458
---------- -------- -------- --------- ----------
Total liabilities.............. 604,171 58,379 80,867 (26,102) 717,315
Stockholders' equity................. 475,017 630,851 160,368 (795,229) 471,007
---------- -------- -------- --------- ----------
Total liabilities and
stockholders' equity........ $1,079,188 $689,230 $241,235 $(821,331) $1,188,322
========== ======== ======== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING BALANCE SHEETS
JANUARY 30, 1999
(in thousands)
Nine West
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
---------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash............................. $ 9,776 $ 26 $ 8,149 $ - $ 17,951
Accounts receivable including
securitized interest in accounts
receivable - net................ 34,363 (50,868) 102,999 - 86,494
Inventories...................... 140,112 246,634 73,629 - 460,375
Prepaid expenses and other
current assets.................. 38,047 23,488 5,897 - 67,432
Due (to) from affiliates......... (285,991) 307,097 (21,106) - -
---------- -------- -------- --------- ----------
Total current assets........... (63,693) 526,377 169,568 - 632,252
Property and equipment - net....... 118,345 17,588 28,073 - 164,006
Goodwill - net..................... 202,635 - 27,602 - 230,237
Trademarks and trade names - net... 1,099 134,906 1,890 - 137,895
Other assets....................... 70,838 4,100 4,601 (26,800) 52,739
Investment in subsidiaries......... 783,782 - - (783,782) -
---------- -------- -------- --------- ----------
Total assets................. $1,113,006 $682,971 $231,734 $(810,582) $1,217,129
---------- -------- -------- --------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable................. $ 19,027 $ 46,712 $ 13,786 $ - $ 79,525
Accrued expenses and other
current liabilities............. 69,949 14,833 14,285 - 99,067
Current portion of long-term debt - - 3,449 - 3,449
---------- -------- -------- --------- ----------
Total current liabilities...... 88,976 61,545 31,520 - 182,041
Long-term debt..................... 498,745 - 12,059 - 510,804
Other non-current liabilities...... 62,442 1 29,879 (26,102) 66,220
---------- -------- -------- --------- ----------
Total liabilities............ 650,163 61,546 73,458 (26,102) 759,065
Stockholders' equity............... 462,843 621,425 158,276 (784,480) 458,064
---------- -------- -------- --------- ----------
Total liabilities and
stockholders' equity...... $1,113,006 $682,971 $231,734 $(810,582) $1,217,129
========== ======== ======== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
13 WEEKS ENDED MAY 1, 1999
(in thousands)
Nine West
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
--------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net cash provided by operating
activities.......................... $ 37,408 $ 312 $ 1,125 $ - $ 38,845
--------- --------- -------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.. (5,288) (340) (1,755) - (7,383)
Other investing activities........... 533 (49) 355 - 839
--------- --------- -------- -------- ---------
Net cash used by investing
activities.......................... (4,755) (389) (1,400) - (6,544)
--------- --------- -------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) borrowings under
financing agreements................ (32,001) - 8,046 - (23,955)
Net proceeds from issuance of stock
and other........................... 2,570 76 694 - 3,340
--------- --------- -------- -------- ---------
Net cash (used) provided by financing
activities.......................... (29,431) 76 8,740 - (20,615)
--------- --------- -------- -------- ---------
NET INCREASE (DECREASE) IN CASH...... 3,222 (1) 8,465 - 11,686
CASH, BEGINNING OF PERIOD............ 9,776 26 8,149 - 17,951
--------- --------- -------- -------- ---------
CASH, END OF PERIOD.................. $ 12,998 $ 25 $ 16,614 $ - $ 29,637
========= ========= ======== ======== =========
</TABLE>
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
13 WEEKS ENDED MAY 2, 1998
(in thousands)
Nine West
Group Guarantor Non-Guarantor Elimination
Inc. Subsidiaries Subsidiaries Entries Consolidated
--------- ------------ ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Net cash provided (used) by operating
activities.......................... $ 21,700 $ 194 $ (298) $ - $ 21,596
--------- --------- -------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment.. (4,839) (670) (1,852) - (7,361)
Proceeds from sale of property and
equipment........................... 16,351 - - - 16,351
Business acquisition - net of cash
acquired............................ - - (9,025) - (9,025)
Other investing activities........... (3,861) 383 3,425 - (53)
--------- --------- -------- -------- ---------
Net cash provided (used) by investing
activities.......................... 7,651 (287) (7,452) - (88)
--------- --------- -------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayments under
financing agreements................ (24,861) - 1,100 - (23,761)
Net proceeds from issuance of stock
and other........................... 614 93 387 - 1,094
--------- --------- -------- -------- ---------
Net cash (used) provided by financing
activities.......................... (24,247) 93 1,487 - (22,667)
--------- --------- -------- -------- ---------
NET INCREASE (DECREASE) IN CASH...... 5,104 - (6,263) - (1,159)
CASH, BEGINNING OF PERIOD............ 10,526 39 13,109 - 23,674
--------- --------- -------- -------- ---------
CASH, END OF PERIOD.................. $ 15,630 $ 39 $ 6,846 $ - $ 22,515
========= ========= ======== ======== =========
</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 first quarter of 1999 was $9.6 million, or
$0.28 per diluted share, a 31.8% increase from net income of $7.3 million, or
$0.20 per diluted share, for the first quarter of 1998.
NET REVENUES. Net revenues were $441.9 million in the first quarter of
1999 compared to $448.3 million in the first quarter of 1998, a decrease of $6.4
million, or 1.4%.
Domestic wholesale net revenues decreased by $5.3 million, or 2.5%, for the
first quarter of 1999 due primarily to the weakness in consumer demand in the
domestic retail footwear market. This decrease was offset in part by an
increase in net revenues for the Company's wholesale accessories business of
$11.9 million, or 61.8%, for the first quarter of 1999.
Domestic retail net revenues decreased $5.7 million, or 3.3%, for the first
quarter of 1999. The decrease in net revenues was due primarily to the
Company's strategy of a slower, more controlled approach to retail growth which
resulted in the closure (net of openings) of 18 domestic retail stores, and to a
comparable store sales decrease of 3.1% due primarily to the weakness in
consumer demand in the domestic retail footwear market noted above.
International net revenues, which are primarily derived from retail
operations, increased $4.5 million, or 6.7%, for the first quarter of 1999 due
primarily to increased volume from 45 retail locations opened or acquired (net
of closings) since May 2, 1998 ($4.9 million).
During the first quarter of 1999, retail and wholesale operations accounted
for 50.2% and 49.8% of the Company's consolidated net revenues, as compared to
49.5% and 50.5% for the comparable prior year period, respectively. Net
revenues from the Company's international segment, which are included in the
wholesale and retail percentages noted above, accounted for 16.3% of the
Company's consolidated net revenues for the first quarter of 1999, compared to
15.1% of consolidated net revenues for the comparable prior year period.
GROSS PROFIT. Gross profit was $196.5 million in the first quarter of 1999
compared to $191.1 million in the first quarter of 1998, an increase of $5.4
million, or 2.8%. Gross profit as a percentage of net revenues was 44.5% for
the first quarter of 1999, compared to 42.6% for the comparable prior year
period. The increase in gross profit as a percentage of net revenues was due
primarily to increased gross margins in the Company's domestic wholesale and
domestic retail businesses primarily attributable to improved inventory controls
and better assortment of product offerings.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES. SG&A expenses were $165.8
million in the first quarter of 1999, compared to $161.8 million in the first
quarter of 1998, an increase of $4.0 million, or 2.5%. SG&A expense expressed
as a percentage of net revenues was 37.5% for the first quarter of 1999, up
from 36.1% for the comparable prior year period. The increase in SG&A expenses
as a percentage of net revenues was due primarily to increased net revenues in
the Company's international retail business, which provides a higher gross
profit margin but also carries a higher selling, general and administrative
expense margin than domestic operations.
INTEREST EXPENSE. Interest expense was $12.2 million in the first quarter
of 1999, compared to $14.8 million in the first quarter of 1998, a decrease of
$2.6 million, or 17.5%, due primarily to a decrease in the Company's weighted
average debt. Weighted average debt outstanding was approximately $530 million
for the first quarter of 1999, compared to approximately $705 million for the
comparable prior year period. The decrease in weighted average debt for the
first quarter of 1999 was attributable primarily to the increase in cash
provided by operating activities discussed below. Weighted average interest
rates were 7.5% and 7.2% for the first quarter of 1999 and 1998, respectively.
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 $38.8
million for the first quarter of 1999, compared to $21.6 million for the first
quarter of 1998. The increase in cash provided by operating activities was due
primarily to inventory management improvements which resulted in a significant
decrease in the Company's investment in inventory. Working capital was $446.3
million at May 1, 1999, compared to $450.2 million at January 30, 1999, a
decrease of $3.9 million. 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 by investing activities was $6.5 million for the first quarter
of 1999, compared to $0.1 million for the first quarter of 1998. Capital
expenditures totaled $7.4 million for each of the first quarters of 1999 and
1998, and related primarily to the Company's retail location expansion and
remodeling programs ($4.1 million and $4.0 million for the first quarters of
1999 and 1998, respectively. Cash used by investing activities during the
first quarter of 1998 included $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 during the first quarter of
1998 included $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. The Company estimates that its capital expenditures for
1999 will be approximately $30.0 million, relating primarily to the ongoing
expansion of its domestic and international retail operations (approximately
$15.0 million), and equipment for its distribution, manufacturing and
management information systems (approximately $4.0 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,
the amount of any construction allowances the Company may receive from
the landlords of its new retail locations and any unexpected costs incurred
in connection with year 2000 compliance (See "--Year 2000 Compliance").
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.
Cash used by financing activities was $20.6 million and $22.7 million
during the first quarters of 1999 and 1998, respectively. Cash used by
financing activities during the first quarter of 1999 included a $24.0 million
reduction in borrowings under the Company's revolving credit facility primarily
attributable to inventory management improvements which resulted in a
significant decrease in the Company's investment in inventory. The Company is
permitted to borrow up to $500.0 million under the terms of 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 1, 1999, $14.6 million of multicurrency borrowings backed by letters of
credit and $45.6 million of other letters of credit were outstanding on a
revolving basis, and $439.8 million was available for future borrowing.
In the fourth quarter of 1998, the Company recorded a pre-tax charge of
$18.0 million (the "1998 Restructuring Charge") related to the restructuring of
the Company's manufacturing operations and the Company's decision to close its
9 & Co. retail stores. Inventory write-downs of $5.4 million associated with
the charge were recorded as a component of costs of goods sold. The 1998
Restructuring Charge related to costs associated with: (1) the closure of one
domestic manufacturing facility and one Caribbean-based component facility, and
the reconfiguration and integration of certain operations at three other
domestic manufacturing facilities (the "Manufacturing Restructuring"); and (2)
the Company's decision to close all 63 9 & Co. stores in operation at January
30, 1999. The major components of the 1998 Restructuring Charge were: (1)
asset write-downs of $12.9 million; (2) lease termination and facility closure
costs of $3.5 million; and (3) severance and termination benefit costs of $1.6
million. Total cash outlays related to the 1998 Restructuring Charge are
estimated to be $5.1 million and are to be substantially paid through 2000, with
certain lease termination costs to be paid through 2002.
During the fourth quarter of 1998, the Company substantially completed the
activities associated with the Manufacturing Restructuring. During the first
quarter of 1999, the Company closed 12 of the 9 & Co. stores. The Company
anticipates that it will close approximately 50 of the 63 9 & Co. stores during
1999, and close the remaining 9 & Co. stores during 2000. As of May 1, 1999,
cash outlays against the 1998 Restructuring Charge accrual were $0.9 million and
included $0.5 million in severance and termination benefit payments ($0.3
million during the first quarter of 1999) and $0.4 million in lease termination
and facility closure costs (all during the first quarter of 1999).
The initiatives outlined in the 1998 Restructuring Charge are expected to
affect approximately 1,260 employees, of which 640 are manufacturing positions,
580 are 9 & Co. retail employees and 40 are managerial employees. Total
severance and termination benefit costs associated with these initiatives are
estimated to be $2.9 million, of which $1.6 million was included in the 1998
Restructuring Charge and $0.8 million was related to benefits provided by the
Company's existing severance plans. The remaining $0.5 million is related to
the 9 & Co. store closures. As of May 1, 1999, substantially all of the
manufacturing and managerial and 41 of the 9 & Co. position eliminations were
completed with $0.4 million in severance and termination benefit costs being
charged against the existing severance plan liability. The severance and
termination benefit payments associated with the 1998 Restructuring Charge will
be substantially completed during 1999.
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.
YEAR 2000 COMPLIANCE
The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. The Company's
computer equipment, software and devices with imbedded technology that are time-
sensitive may recognize a date using "00" as the year 1900 rather than the year
2000. The Company has undertaken a comprehensive analysis and remediation
program (the "Year 2000 Program") with respect to its information technology
("IT") systems and other systems and facilities in order to identify the systems
that could be affected by the technical problems associated with the year 2000
(the "Year 2000 Issue") and to ensure that they will function properly with
respect to dates in the year 2000 and thereafter. If 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 which cannot be quantified at this time.
The Company's Year 2000 Program is divided into the following four phases
with the following estimated time frames:
(1) Planning (fourth quarter of 1996 - second quarter of 1998) - Establishing
a Year 2000 program team and developing a comprehensive strategy.
(2) Assessment (third quarter of 1997 - first quarter of 1999) - Assessing the
year 2000 impact on the Company through inventory and analysis of systems
supporting the core business areas and processes, prioritizing their
conversion or replacement and identifying and securing necessary resources
to do so. This phase may include developing contingency plans, if
necessary.
(3) Renovation (fourth quarter of 1997 - second quarter of 1999) - Converting,
replacing, or eliminating selected platforms, applications, databases and
utilities and modifying interfaces.
(4) Validation and Implementation (first quarter of 1998 - third quarter of
1999) - Testing, verifying and validating converted or replaced platforms,
applications, databases and utilities in an operational environment and
implementing contingency plans, if necessary.
In the third quarter of 1997, the Company commenced the assessment of its
domestic IT software and hardware. The Company expects to substantially
complete the development, programming changes and unit testing including
compatibility testing, with respect to its domestic IT systems in the second
quarter of 1999. In the first quarter of 1998, the Company commenced the
assessment of its international IT software and hardware. The Company expects
to substantially complete the development, programming changes and unit testing,
including compatibility testing, with respect to its international IT systems in
the second quarter of 1999. The Company completed the assessment of its non-
computer equipment that could be affected by the technical problems associated
with the Year 2000 Issue in the first quarter of 1999 and plans to fully test
such equipment by the end of the second quarter of 1999. As of May 31, 1999,
the Company had completed approximately 80% of all phases of the Year 2000
Program, consistent with its timetable.
Through May 1, 1999, the Company has expended approximately $5.0 million
related to its global Year 2000 Program. The Company currently expects that the
total costs of the Year 2000 Program, including both incremental spending and
redeployed resources, will be approximately $6.0 million. The costs of the
Year 2000 Program 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.
The Company has been communicating, and continues to communicate, directly
with selected key vendors, suppliers and customers regarding various critical
systems. Additionally, to date the Company has mailed questionnaires to other
identified significant third parties to determine the extent to which the
Company is vulnerable to the failure of these third parties to become Year 2000
compliant. None of the third parties who have responded have disclosed Year
2000 issues which would have an adverse affect on the Company. However, third
parties are under no contractual obligation to provide Year 2000 compliance
information to the Company, and any failure of such third parties to become
Year 2000 compliant involves risks and uncertainties.
Based upon its assessment and remediation efforts to date, the Company is
not aware of any material issues that would prevent it or its significant third
party vendors, suppliers and customers from completing efforts necessary to
achieve Year 2000 compliance on a timely basis. Accordingly, the Company has
not developed a contingency plan for dealing with the most reasonably likely
worst case scenario at this time.
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 continuation of certain
trends in foreign currency exchange rates; 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. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The market risk inherent in the Company's financial instruments represents
the potential loss in fair value, earnings or cash flows arising from adverse
changes in interest rates or foreign currency exchange rates. The Company
manages this exposure through regular operating and financing activities and,
when deemed appropriate, through the use of derivative financial instruments.
Company policy allows the use of derivative financial instruments for identi-
fiable market risk exposures, including interest rate and foreign currency
fluctuations. The Company does not enter into derivative financial contracts
for trading or other speculative purposes. Since January 30, 1999, there have
been no significant changes in the Company's interest rate and foreign
currency exposures, changes in the types of derivative instruments used to hedge
those exposures, or significant changes in underlying market conditions.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Federal Trade Commission is currently conducting an inquiry with
respect to the Company's resale pricing policies to determine whether the
Company violated the federal antitrust laws by agreeing with others to restrain
the prices at which retailers sell footwear and other products marketed by the
Company. In addition, Attorneys General from the States of Florida, New York,
Ohio and Texas are conducting similar inquiries.
Since January 13, 1999, more than 25 putative class actions have been
filed on behalf of purchasers of the Company's footwear in four separate fed-
eral courts alleging that the Company violated Section 1 of the Sherman Act by
engaging in a conspiracy with its retail distributors to fix the minimum prices
at which the footwear marketed by the Company was sold to the public. Three of
these class action complaints have been consolidated into a single action in
the United States District Court for the Southern District of New York and seek
injunctive relief, unspecified compensatory and treble damages, and attorneys'
fees. The fourth federal action, originally filed in district court in
Pennsylvania, is in the process of being transferred and consolidated with the
federal action in New York. In addition, five putative class actions based on
the same alleged conduct have been filed in state courts in New York, the
District of Columbia, Wisconsin, California and Minnesota alleging violations
of those states' respective antitrust laws. The five state actions likewise
seek injunctive relief, unspecified compensatory and treble damages, and
attorneys' fees.
Based on the short period of time that has elapsed since the inception of
the inquiries and the filing of the lawsuits, the Company's existing policies
relating to resale pricing and the limited information available to the Company
with respect to compliance with those policies, the Company does not anticipate
that the inquiries or lawsuits will result in a material adverse financial
effect on the Company.
On March 3, 4 and 5, 1999, four purported stockholder class action suits
were filed against the Company, the members of the Company's Board of Directors
and Jones in the Delaware Court of Chancery. These complaints allege, among
other things, that the defendants have breached their fiduciary duties to
Company stockholders by failing to maximize stockholder value in connection
with entering into the Merger Agreement with Jones. See Note 10 to the Con-
densed Consolidated Financial Statements, "Merger Agreement," in Item 1. The
complaints seek, among other things, an order enjoining completion of the
merger. The Company and Jones believe that the complaints are without merit
and plan to defend vigorously against the complaints.
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 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
See Index to Exhibits
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated February 1, 1999, for
the purpose of reporting under Item 5 thereof the issuance of a press release
announcing that it was informed on that date by the staff of the United States
Securities and Exchange Commission that its pending investigation of the
Company had been terminated with no enforcement action being recommended
against the Company. The Company had previously disclosed that the formal
investigation, of which it was advised on May 1, 1997, related primarily to the
Company's revenue recognition policies and practices and later examined the
Company's importation of products manufactured in Brazil. A copy of the press
release was filed therewith as Exhibit 20.1.
The Company filed a Current Report on Form 8-K dated March 2, 1999, for
the purpose of reporting under Item 5 thereof that on March 2, 1999, the
Company, Jones and Merger Sub entered into the Merger Agreement and that,
pursuant to a Stockholder Agreement, dated as of March 1, 1999 (the
"Stockholder Agreement") among Vincent Camuto, Jerome Fisher (the "Holders")
and Jones, the Holders had agreed, among other things, to vote their shares of
common stock in favor of the Merger. See Note 10 to Condensed Consolidated
Financial Statements, "Merger Agreement," in Item 1. Copies of the Merger
Agreement, the Stockholder Agreement and a joint press release of the Company
and Jones, dated March 2, 1999, were filed therewith as Exhibits 2, 99.1 and
99.2, respectively, and were incorporated therein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned 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 14, 1999
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
27 Financial Data Schedule.
<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 MAY 1, 1999 AND THE
CONDENSED CONSOLIDATED STATEMENT OF INCOME AND CONDENSED 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-29-2000
<PERIOD-END> MAY-01-1999
<CASH> 29,637
<SECURITIES> 0
<RECEIVABLES> 140,642
<ALLOWANCES> (50,226)
<INVENTORY> 423,457
<CURRENT-ASSETS> 609,442
<PP&E> 251,840
<DEPRECIATION> (89,953)
<TOTAL-ASSETS> 1,188,322
<CURRENT-LIABILITIES> 163,101
<BONDS> 486,756
0
0
<COMMON> 360
<OTHER-SE> 470,647
<TOTAL-LIABILITY-AND-EQUITY> 1,188,322
<SALES> 441,867
<TOTAL-REVENUES> 441,867
<CGS> 245,409
<TOTAL-COSTS> 245,409
<OTHER-EXPENSES> 167,241
<LOSS-PROVISION> 1,272
<INTEREST-EXPENSE> 12,203
<INCOME-PRETAX> 15,742
<INCOME-TAX> 6,139
<INCOME-CONTINUING> 9,603
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,603
<EPS-BASIC> 0.28
<EPS-DILUTED> 0.28
</TABLE>
