UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the thirteen weeks ended August 2, 1997
Commission File No. 1-11161
Nine West Group Inc.
(Exact name of Registrant as specified in its charter)
Delaware 06-1093855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9 West Broad Street
Stamford, Connecticut 06902
(Address of principal executive offices) (Zip Code)
(314) 579-8812
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Number of shares of Common Stock, $.01 par value, outstanding as of the
close of business on August 30, 1997: 35,827,779.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Page
----
Item 1 Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income - Thirteen and
twenty-six weeks ended August 2, 1997 and August 3, 1996 3
Condensed Consolidated Balance Sheets - August 2, 1997 and
February 1, 1997 4
Condensed Consolidated Statements of Cash Flows - Twenty-six
weeks ended August 2, 1997 and August 3, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 18
Item 4 Submission of Matters to a Vote of Security Holders 18
Item 6 Exhibits and Reports on Form 8-K 18
Signatures 19
Exhibit Index 20
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
13 Weeks Ended 26 Weeks Ended
------------------ ------------------
August 2 August 3 August 2 August 3
1997 1996 1997 1996
-------- -------- -------- --------
Net revenues......................... $495,684 $421,509 $901,767 $777,420
Cost of goods sold................... 289,045 245,076 513,287 447,314
-------- -------- -------- --------
Gross profit....................... 206,639 176,433 388,480 330,106
Selling, general and
administrative expenses............. 144,018 120,880 282,422 237,113
Amortization of acquisition goodwill
and other intangibles............... 2,418 2,390 4,752 4,781
-------- -------- -------- --------
Operating income from continuing
operations........................ 60,203 53,163 101,306 88,212
Interest expense..................... 12,589 10,176 24,900 20,143
-------- -------- -------- --------
Income from continuing operations
before income taxes............... 47,614 42,987 76,406 68,069
Income tax expense................... 18,688 17,196 29,989 27,228
-------- -------- -------- --------
Income from continuing operations.. 28,926 25,791 46,417 40,841
Loss on disposal of discontinued
operation........................... - 2,649 - 2,649
-------- -------- -------- --------
Net Income......................... $ 28,926 $ 23,142 $ 46,417 $ 38,192
======== ======== ======== ========
Weighted average common shares and
common share equivalents:
Primary............................ 36,367 36,923 36,499 36,755
Fully diluted...................... 39,475 38,318 39,554 37,941
Primary earnings per share:
Continuing operations.............. $ 0.80 $ 0.70 $ 1.27 $ 1.11
Loss on disposal of discontinued
operation......................... - (0.07) - (0.07)
-------- -------- -------- --------
Primary earnings per share....... $ 0.80 $ 0.63 $ 1.27 $ 1.04
======== ======== ======== ========
Fully diluted earnings per share:
Continuing operations.............. $ 0.78 $ 0.69 $ 1.26 $ 1.09
Loss on disposal of discontinued
operation......................... - (0.07) - (0.06)
-------- -------- -------- --------
Fully diluted earnings per share. $ 0.78 $ 0.62 $ 1.26 $ 1.03
======== ======== ======== ========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
(Unaudited)
August 2 February 1
1997 1997
---------- ----------
ASSETS
Current Assets:
Cash........................................... $ 26,858 $ 25,176
Accounts receivable - net...................... 162,851 100,718
Inventories - net.............................. 539,467 501,830
Deferred income taxes.......................... 34,429 38,236
Assets held for sale - net..................... 13,589 13,589
Prepaid expenses and other current assets...... 50,540 42,457
---------- ----------
Total current assets........................ 827,734 722,006
Property and equipment - net...................... 140,882 138,249
Deferred income taxes............................. 18,459 18,262
Goodwill - net.................................... 227,136 211,142
Trademarks and trade names - net.................. 141,588 143,494
Other assets...................................... 28,247 27,910
---------- ----------
Total assets............................... $1,384,046 $1,261,063
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable............................... $ 105,789 $ 91,059
Accrued expenses and other current liabilities. 87,517 106,273
Current portion of long-term debt.............. 30,516 33,000
---------- ----------
Total current liabilities................... 223,822 230,332
Long-term debt.................................... 689,788 600,407
Other non-current liabilities..................... 61,634 69,784
---------- ----------
Total liabilities........................... 975,244 900,523
---------- ----------
Stockholders' Equity:
Common stock ($0.01 par value, 100,000,000 shares
authorized; 35,825,279 and 35,792,613 shares
issued and outstanding, respectively).......... 358 358
Additional paid-in capital....................... 142,240 140,395
Retained earnings................................ 266,204 219,787
---------- ----------
Total stockholders' equity.................. 408,802 360,540
---------- ----------
Total liabilities and stockholders' equity. $1,384,046 $1,261,063
========== ==========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
NINE WEST GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
26 Weeks Ended
---------------------
August 2 August 3
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................ $ 46,417 $ 38,192
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization...................... 18,731 16,338
Loss on disposal of discontinued operation......... - 2,649
Deferred income taxes and other.................... 3,180 9,137
Changes in assets and liabilities:
Accounts receivable - net....................... (58,723) 17,778
Inventory - net................................. (18,128) (41,519)
Prepaid expenses and other assets............... (8,082) (6,578)
Accounts payable................................ 8,273 (30,456)
Accrued expenses and other liabilities.......... (22,329) (26,375)
-------- --------
Net cash used by operating activities................. (30,661) (20,834)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................... (23,506) (18,289)
Proceeds from sale of property and equipment.......... - 19,840
Business acquisitions - net of cash acquired.......... (13,871) (6,137)
Acquisition purchase price settlement................. - 25,000
Net (decrease) increase in other assets............... (977) 5,898
-------- --------
Net cash (used) provided by investing activities...... (38,354) 26,312
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under financing agreements............. 73,306 85,000
Net proceeds from issuance of long-term debt.......... 317,546 181,270
Repayments of long-term debt.......................... (322,000) (205,000)
Repurchase of warrants................................ - (67,500)
Net proceeds from issuance of stock................... 1,845 14,178
-------- --------
Net cash provided by financing activities............. 70,697 7,948
-------- --------
NET INCREASE IN CASH.................................. 1,682 13,426
CASH, BEGINNING OF PERIOD............................. 25,176 20,782
-------- --------
CASH, END OF PERIOD................................... $ 26,858 $ 34,208
======== ========
The accompanying Notes are an integral part of the Condensed Consolidated
Financial Statements
NINE WEST GROUP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
Nine West Group Inc. (the "Company"), its wholly-owned subsidiaries and its
controlled-interest joint ventures. The accompanying financial statements have
been prepared in accordance with generally accepted accounting principles. In
the opinion of management, such information contains all adjustments necessary
for a fair presentation of the results of such periods. Certain prior year
amounts have been reclassified to conform to the current presentation. All
intercompany transactions and balances have been eliminated from the financial
statements for the periods presented. The results of operations for the 26
weeks ended August 2, 1997 are not necessarily indicative of the results to be
expected for the 52 weeks ending January 31, 1998 ("1997").
Certain information and disclosures normally included in the notes to
consolidated financial statements have been condensed or omitted as permitted by
the rules and regulations of the Securities and Exchange Commission, although
the Company believes the disclosure is adequate to make the information
presented not misleading. The accompanying unaudited financial statements
should be read in conjunction with the financial statements contained in the
Annual Report on Form 10-K of the Company for the 52 weeks ended February 1,
1997 ("1996"), as amended, and the Quarterly Report on Form 10-Q of the Company
for the 13 weeks ended May 3, 1997.
2. INVENTORIES
Inventories are valued at the lower of cost or market. Approximately 64%
and 62% of inventory values were determined by using the FIFO (first in, first
out) method of valuation as of August 2, 1997 and February 1, 1997,
respectively; the remainder was determined by using the weighted average cost
method.
Inventory is comprised of (in thousands):
August 2 February 1
1997 1997
---- ----
Raw materials................................ $ 27,402 $ 27,969
Work in process.............................. 3,150 3,543
Finished goods............................... 508,915 470,318
-------- --------
Total inventory......................... $539,467 $501,830
======== ========
3. GOODWILL
Goodwill consisted of the following (in thousands):
August 2 February 1
1997 1997
---- ----
Goodwill..................................... $ 240,131 $ 221,291
Accumulated amortization..................... (12,995) (10,149)
--------- ---------
Total goodwill.......................... $ 227,136 $ 211,142
========= =========
4. TRADEMARKS AND TRADE NAMES
Trademarks and trade names consisted of the following (in thousands):
August 2 February 1
1997 1997
---- ----
Trademarks and trade names................... $ 149,784 $ 149,784
Accumulated amortization..................... (8,196) (6,290)
--------- ---------
Total trademarks and trade names........ $ 141,588 $ 143,494
========= =========
5. BUSINESS RESTRUCTURING AND INTEGRATION CHARGES
In the fourth quarter of 1996, the Company recorded a charge of $21.3
million, offset by a reversal of an excess of the Integration Charge (defined
below) of $2.3 million, resulting in a net pretax charge to earnings of $19.0
million (the "Restructuring Charge"), for costs associated with: (1) the
restructuring of North American manufacturing facilities which contemplated the
closure of three domestic manufacturing facilities and discontinuation or
reconfiguration of certain operations at two other domestic manufacturing
facilities; (2) the consolidation and relocation of the Company's offices in
Stamford, Connecticut and Cincinnati, Ohio to a new facility in White Plains,
New York (the "Relocation"); and (3) the repositioning of the 9 & Co. brand,
which involved the evaluation of retail site locations and the closure of
fifteen 9 & Co. stores. The major components of the Restructuring Charge are:
(1) write-down of assets of $13.8 million; (2) accruals for lease and other
contract terminations of $4.9 million; and (3) plant closing costs of $2.6
million. The restructuring of North American manufacturing facilities is
expected to decrease domestic footwear production from a level of 7.5 million
pairs to 5.0 million pairs by the end of 1997, as the Company pursues global
sourcing opportunities in an effort to reduce overall product cost.
During the 26 weeks ended August 2, 1997, the Company closed two domestic
manufacturing facilities and began to reconfigure operations at two other
domestic manufacturing facilities, began the Relocation, and closed six 9 & Co.
stores, resulting in charges against the Restructuring Charge accrual of $13.8
million in asset write downs and $0.7 million in plant closing costs. The
remaining balance of the Restructuring Charge accrual of $6.8 million consists
of $4.9 million for the lease and contract termination costs and $1.9 million
for the plant closing costs. The remaining plant closures and reconfigurations,
the Relocation, and the 9 & Co. store closures will be substantially completed
during the second half of 1997. The Restructuring Charge accrual balance is
included in accrued expenses and other current liabilities. Cash outlays
related to the Restructuring Charge are estimated to be $5.2 million and are to
be paid over a three-year period. As of and during the 26 weeks ended August 2,
1997, $0.7 million of cash expenses, primarily relating to plant closing costs,
were paid and charged against the Restructuring Charge liability.
The initiatives outlined in the Restructuring Charge will affect the
employment of approximately 1,135 employees. Of these employees, 1,025 are in
manufacturing positions and represent approximately 50% of the Company's
domestic manufacturing workforce, and 110 are employees affected by the
Relocation. Total severance and termination benefit costs associated with these
initiatives are $9.6 million, which relate to benefits provided by the Company's
existing severance plans. As of and during the 26 weeks ended August 2, 1997,
the Company had terminated 1,012 of the domestic manufacturing employees and 14
of the employees affected by the Relocation, with approximately $2.7 million of
severance and termination benefits being paid and charged against the severance
plan liability. The remaining separations will be substantially completed
during the second half of 1997.
On May 23, 1995, the Company consummated the acquisition of the Footwear
Division of The United States Shoe Corporation (the "Acquisition"). During the
fourth quarter of 1995, the Company incurred and accrued expenses for
restructuring and integration costs of $51.9 million associated with the
Acquisition (the "Integration Charge"). The major components of the Integration
Charge were: (1) severance and termination benefits of $7.7 million; (2) write-
down of assets, principally leasehold improvements, of $14.6 million; (3)
inventory valuation adjustments of $10.4 million; (4) accruals for lease and
other contract terminations of $7.0 million; and (5) other integration and
consolidation costs of $12.2 million.
The following table summarizes the activity of the Integration Charge
through August 2, 1997:
Other
Lease and Integration
Severance and Asset Contract Inventory and
Termination Write- Termination Valuation Consolidation
(in thousands) Benefits Downs Costs Adjustments Costs Total
-------- ------ ----- ----------- ----- -----
1995 provision........... $7,650 $14,620 $7,046 $10,423 $12,161 $51,900
1995 activity............ (836) (14,620) (235) (-) (4,253) (19,944)
------ ------- ------ ------- ------- -------
February 3, 1996 balance. 6,814 0 6,811 10,423 7,908 31,956
1996 activity............ (5,388) (-) (4,866) (10,423) (7,540) (28,217)
Reversal of excess
Integration Charge...... (335) (-) (1,795) (-) (133) (2,263)
------ ------- ------ ------- ------- -------
February 1, 1997 balance. $1,091 $ 0 $ 150 $ 0 $ 235 $ 1,476
26 weeks ended August 2,
1997 activity........... (1,091) (-) (150) (-) (235) (1,476)
------ ------- ------ ------- ------- -------
August 2, 1997 balance... $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
====== ======= ====== ======= ======= =======
Integration Charge severance and termination benefits relate to
approximately 475 employees, of which 420 were store managers and associates, 50
were engaged in manufacturing positions, principally related to the liquidation
of the Company's Far East office as a result of entering into a new agency
arrangement, and five were management employees. As of August 2, 1997, all of
the Integration Charge terminations and activities had been completed. Total
cash outlays relating to the Integration Charge were approximately $20.3
million, $1.4 million of which were paid during the first 26 weeks of 1997.
In connection with the Acquisition, the Company assumed and included in the
allocation of the Acquisition cost accruals for involuntary severance and
termination benefits of $8.6 million and relocation costs of $8.2 million.
As of August 2, 1997, substantially all severance and termination benefits and
relocation costs were paid and charged against these liabilities, $1.6 million
of which were paid during the first 26 weeks of 1997.
6. FINANCIAL INSTRUMENTS
To manage exposure to the fluctuation of interest rates on outstanding
debt, the Company enters into interest rate hedge derivatives. As of August 2,
1997, the Company had outstanding interest rate swaps and collars with an
aggregate notional principal amount of $300.0 million. The fair value of these
instruments was a favorable $0.9 million based on a commonly accepted pricing
methodology using market prices as of August 2, 1997.
7. LONG TERM DEBT
In July 1997, the Company issued $200.0 million of its 8-3/8% Senior Notes
due August 15, 2005 (the "Senior Notes") and $125.0 million of its 9% Senior
Subordinated Notes due August 15, 2007 (the "Senior Subordinated Notes" and,
together with the Senior Notes, the "Notes"). The Senior Notes are not
redeemable at the option of the Company prior to maturity. The Senior
Subordinated Notes are redeemable, in whole or in part, at the option of the
Company, at any time on or after August 15, 2002, at declining redemption
prices. Prior to August 15, 2000, the Company may redeem up to 30% of the
Senior Subordinated Notes with the net proceeds of one or more public equity
offerings at a redemption price of 109%, provided, that at least $87.5 million
of Senior Subordinated Notes remain outstanding after such redemption. The
Notes constitute unsecured obligations of the Company. The Notes are fully and
unconditionally guaranteed on a senior basis with respect to the Senior Notes
and on a senior subordinated basis with respect to the Senior Subordinated Notes
by four of the Company's domestic subsidiaries. The Senior Notes rank pari
passu in right of payment with all other existing and future unsubordinated
obligations of the Company. The Senior Subordinated Notes are subordinated in
right of payment to all senior indebtedness of the Company, including the Senior
Notes. The indentures under which the Notes are issued contain covenants which,
among other things, limit the Company's ability to incur indebtedness, incur
liens, make restricted payments, consolidate, merge, sell assets, and issue
other senior subordinated debt. The proceeds from the issuance of the Notes
were approximately $317.5 million (net of initial purchasers' discounts and
estimated offering expenses of $7.5 million) and were used to repay the
quarterly amortizing term loan ($312.0 million) and a portion of revolving debt
($5.5 million) outstanding under the Company's previous credit facility.
In connection with the issuance of the Notes, on August 1, 1997, the
Company amended and restated its credit agreement to permit the Company to
borrow up to $600.0 million under a revolving credit facility which expires in
July 2002. Under the terms of the amended and restated credit agreement (the
"Credit Agreement"), letters of credit outstanding on a revolving basis may not
exceed $150.0 million. Amounts outstanding under the Credit Agreement bear
interest, at the Company's option, at rates based on Citibank, N.A.'s base rate
or the Eurodollar rate, and are secured by substantially all assets of the
Company and its domestic subsidiaries (excluding receivables related to the
Company's accounts receivable securitization facility). Borrowings under the
Credit Agreement will become unsecured once the Company reaches an "investment
grade" rating on its long-term senior unsecured indebtedness. The Credit
Agreement contains various operating covenants which, among other things, impose
certain limitations on the Company's ability to incur liens, incur indebtedness,
merge, consolidate or declare and make dividend payments. As of August 2, 1997,
$178.6 million of borrowings and $30.7 million of letters of credit were
outstanding on a revolving basis and $390.7 million was available for future
borrowing.
8. CASH FLOWS
Cash paid for income taxes was $13.7 million and $18.6 million for the 26
weeks ended August 2, 1997 and August 3, 1996, respectively. Cash paid for
interest was $23.2 million and $19.8 million for the 26 weeks ended August 2,
1997 and August 3, 1996, respectively. Excluded from the condensed consolidated
statement of cash flows for the 26 weeks ended August 2, 1997 is a $15.4 million
non-cash debt obligation incurred by the Company in conjunction with the
acquisition of The Shoe Studio Group Limited.
9. EARNINGS PER SHARE
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which is required
to be adopted for financial statements for interim and annual periods ending
after December 15, 1997. SFAS No. 128 requires that primary and fully diluted
earnings per share be replaced by "basic" and "diluted" earnings per share,
respectively. The basic calculation computes earnings per share based only on
the weighted average number of common shares outstanding as compared to primary
earnings per share which includes common stock equivalents. The diluted
earnings per share calculation is computed similarly to fully diluted earnings
per share. For the respective 13 and 26 week periods ended August 2, 1997 and
August 3, 1996, primary and fully diluted earnings per share are not materially
different than basic and diluted earnings per share.
10. LOSS ON DISPOSAL OF DISCONTINUED OPERATION
Subsequent to July 29, 1995, the net assets of the Company's Texas Boot
division ("Texas Boot") were accounted for as an "Asset held for sale." In the
fourth quarter of 1996, the Company consummated the sale of Texas Boot, and
retroactively corrected its method of accounting therefor, as the holding period
had expired in the second quarter of 1996. As a result of this correction, the
expected loss from the disposal of Texas Boot and the anticipated operating
losses from its operation from May 24, 1996 through January 24, 1997 were
reported retroactive to the second quarter of 1996 as a loss on disposal of
discontinued operation, resulting in a charge of $2.6 million, net of income tax
benefits of $1.4 million, in that period. Accordingly, results for the 13 and
26 week periods ended August 3, 1996, respectively, have been restated as
follows: (1) income from continuing operations from $26.0 million and $41.0
million to $25.8 million and $40.8 million; (2) earnings per share from
continuing operations from $0.70 and $1.12 to $0.69 and $1.09; (3) net income
from $26.0 million and $41.0 million to $23.1 million and $38.2 million; and (4)
net earnings per share from $0.70 and $1.10 to $0.62 and $1.03.
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 for the second quarter of 1997 was $28.9 million, or $0.78 per
share on a fully diluted basis, a 12.2% increase from income from continuing
operations of $25.8 million, or $0.69 per share, for the second quarter of 1996.
Net income for the first 26 weeks of 1997 was $46.4 million, or $1.26 per share,
a 13.7% increase from income from continuing operations of $40.8 million, or
$1.09 per share, for the first 26 weeks of 1996. Results for the second quarter
and first 26 weeks of 1997 include a $0.9 million increase in cost of goods sold
related to the write-up of inventory to fair value over FIFO cost, recorded as a
result of the acquisition of The Shoe Studio Group Limited on May 24, 1997, as
required by the purchase method of accounting. Excluding the cost of goods sold
adjustment, net income for the second quarter and first 26 weeks of 1997 would
have been $29.5 million, or $0.79 per share, and $47.0 million, or $1.27 per
share, respectively.
NET REVENUES. Net revenues were $495.7 million in the second quarter of
1997 compared to $421.5 million in the second quarter of 1996, an increase of
$74.2 million, or 17.6%, with wholesale and retail net revenues increasing by
$26.9 million, or 11.6%, and $47.3 million, or 24.8%, respectively. For the
first 26 weeks of 1997, net revenues were $901.8 million compared to $777.4
million in the comparable prior year period, an increase of $124.4 million, or
16.0%, with wholesale and retail net revenues increasing $62.1 million, or
14.5%, and $62.3 million, or 17.9%, respectively. The increase in wholesale
revenues for the second quarter and first 26 weeks of 1997 is due primarily to
increased revenues from the Company's international operations and the impact of
the Company's cK/Calvin Klein Shoes and Bags division, which did not have
revenues during the comparable 1996 periods. The increase in retail revenues is
primarily attributable to the opening (net of closings) of 134 additional
domestic and 62 additional international retail locations and the operations of
116 acquired retail locations during the periods which did not operate during
the comparable periods of the preceding year. Comparable store sales during the
second quarter of 1997 increased 1.8%. Comparable store sales for the first 26
weeks of 1997 decreased 1.1% with respect to the comparable prior year period,
with cool weather affecting spring footwear sales and a generally soft retail
climate. Comparable store sales include the net revenues of all stores open for
an entire month during the comparable current year and prior year periods.
During the second quarter and first 26 weeks of 1997, wholesale operations
accounted for 52% and 54%, respectively, of the Company's consolidated net
revenues, while retail operations accounted for the remaining 48% and 46%,
respectively. During each of the second quarter and first 26 weeks of 1996,
wholesale operations accounted for 55% of consolidated net revenues, while
retail operations accounted for the remaining 45%.
GROSS PROFIT. Gross profit was $206.6 million in the second quarter of
1997 compared to $176.4 million in the second quarter of 1996, an increase of
$30.2 million, or 17.1%. Gross profit was $388.5 million for the first 26 weeks
of 1997 compared to $330.1 million for the comparable prior year period, an
increase of $58.4 million, or 17.7%. Gross profit as a percentage of net
revenues was 41.7% and 43.1% for the second quarter and first 26 weeks of 1997,
respectively, compared to 41.9% and 42.5% for the comparable prior year periods.
Excluding the cost of goods sold adjustment recorded as a result of The Shoe
Studio Group Limited acquisition, gross margin for the second quarter of 1997 as
compared to the second quarter of 1996 was substantially unchanged and, for the
first 26 weeks of 1997, increased to 43.2% of net revenues compared to 42.5% for
the first 26 weeks of 1996. Although significant promotional activity and a
soft retail environment held gross margin substantially unchanged during the
second quarter of 1997 as compared to the second quarter of 1996, a greater
percentage of net revenues derived from retail operations, which revenues
produce greater gross margins than wholesale revenues, in combination with
reduced product costs associated with increased global sourcing resulted in an
increase in gross margin during the first 26 weeks of 1997 compared to the
comparable prior year period. The Company anticipates that third quarter gross
profit could be negatively impacted by a continuation of the softness in the
general retail environment. However, overall gross margins are expected to
remain substantially unchanged due to an anticipated shift in the sales mix
toward greater retail and international sales.
SELLING, GENERAL & ADMINISTRATIVE EXPENSES. Selling, general and
administrative ("SG&A") expenses were $144.0 million in the second quarter of
1997, compared to $120.9 million in the second quarter of 1996, an increase of
$23.1 million, or 18.8%. SG&A expenses were $282.4 million for the first 26
weeks of 1997, compared to $237.1 million for the comparable prior year period,
an increase of $45.3 million, or 18.7%. SG&A expense expressed as a percentage
of net revenues was 29.5% and 31.8% for the second quarter and first 26 weeks of
1997, up from 29.2% and 31.1% for comparable periods in the prior year. The
increase in SG&A expenses as a percentage of net revenues is due primarily to a
shift in the sales mix towards retail operations which carry overall higher SG&A
margins than wholesale operations, brand building activities associated with
advertising and marketing, and costs related to the expansion of the Company's
international and cK/Calvin Klein Shoes and Bags divisions.
INTEREST EXPENSE. Interest expense was $12.6 million in the second quarter
of 1997, compared to $10.2 million in the second quarter of 1996, an increase of
$2.4 million, or 23.7%. Interest expense was $24.9 million for the first 26
weeks of 1997, compared to $20.1 million for the comparable prior year period,
an increase of $4.8 million, or 23.6%. The increased expense for the second
quarter and first 26 weeks of 1997 relates primarily to the increase in capital
needed to finance the expansion of both domestic and international businesses,
including expansion through acquisitions and additional retail locations, as
evidenced by an increase in weighted average debt outstanding from approximately
$525 million in the first 26 weeks of 1996 to approximately $670 million in the
first 26 weeks of 1997. The Company anticipates that interest expense will be
higher during the third and fourth quarters of 1997 compared to comparable prior
year periods as a result of the additional financial resources required to
expand the business and an increase in the weighted average interest rate
incurred on outstanding indebtedness due to the higher interest rates borne by
the Notes (defined below).
LIQUIDITY AND CAPITAL RESOURCES
The Company relies primarily upon cash flow from operating activities and
borrowings under the Company's credit facility to finance its operations and
expansion. Cash used by operating activities was $30.7 million for the first 26
weeks of 1997, compared to $20.8 million for the first 26 weeks of 1996. This
decrease of cash flow from operating activities is due primarily to additional
working capital used to finance the Company's wholesale and retail expansion.
Working capital was $603.9 million at August 2, 1997, compared to $491.7 million
at February 3, 1997, an increase of approximately $112.2 million. Working
capital increased during the first 26 weeks of 1997 due primarily to the
following: (1) accounts receivable increased approximately $62.1 million due to
increased domestic and international wholesale volume; and (2) inventory
increased approximately $37.6 million, which was primarily due to the operation
of 202 additional retail locations since February 1, 1997, the expansion of
wholesale inventories to meet customer on-order position and the expansion of
the Accessories and cK/Calvin Klein Shoes and Bags divisions. Working capital
may vary from time to time as a result of seasonal requirements, the timing of
factory shipments and the Company's "open stock" and "quick response" wholesale
programs, which require an increased investment in inventories.
In the fourth quarter of 1996, the Company recorded a charge of $21.3
million, offset by a reversal of an excess of the Integration Charge (defined
below) of $2.3 million, resulting in a net pretax charge to earnings of $19.0
million (the "Restructuring Charge"), for costs associated with: (1) the
restructuring of North American manufacturing facilities which contemplated
plans to close three domestic manufacturing facilities and discontinue or
reconfigure certain operations at two other domestic manufacturing facilities;
(2) the Relocation; and (3) the repositioning of the 9 & Co. brand, which
involved the evaluation of retail site locations and the closure of fifteen 9 &
Co. stores. The major components of the Restructuring Charge are: (1) write-
down of assets of $13.8 million; (2) accruals for lease and other contract
terminations of $4.9 million; and (3) plant closing costs of $2.6 million. Cash
outlays related to the Restructuring Charge are estimated to be $5.2 million and
are to be paid over a three-year period. As of and during the 26 weeks ended
August 2, 1997, $0.7 million of cash expenses, primarily relating to plant
closing costs, were paid and charged against the liability for the Restructuring
Charge.
The initiatives outlined in the Restructuring Charge will affect the
employment of approximately 1,135 employees. Of these employees, 1,025 are in
manufacturing positions and represent approximately 50% of the Company's
domestic manufacturing workforce, and 110 are employees affected by the
Relocation. Total severance and termination benefit costs associated with these
initiatives are $9.6 million, which relate to benefits provided by the Company's
existing severance plans. As of and during the 26 weeks ended August 2, 1997,
the Company had terminated 1,012 of the domestic manufacturing employees and 14
of the employees affected by the Relocation, with approximately $2.7 million of
severance and termination benefits being paid and charged against the severance
plan liability. The remaining separations will be substantially completed
during the second half of 1997.
On May 23, 1995, the Company consummated the acquisition of the Footwear
Division of The United States Shoe Corporation (the "Acquisition"). During the
fourth quarter of 1995, the Company incurred and accrued expenses for
restructuring and integration costs of $51.9 million associated with the
Acquisition (the "Integration Charge"). The major components of the Integration
Charge were: (1) severance and termination benefits of $7.7 million; (2) write-
down of assets, principally leasehold improvements, of $14.6 million; (3)
inventory valuation adjustments of $10.4 million; (4) accruals for lease and
other contract terminations of $7.0 million; and (5) other integration and
consolidation costs of $12.2 million. Severance and termination benefits relate
to approximately 475 employees, of which 420 were store managers and associates,
50 were engaged in manufacturing positions, principally related to the
liquidation of the Company's Far East office as a result of entering into a new
agency arrangement, and five were management employees. As of August 2, 1997,
all of the Integration Charge terminations and activities had been completed.
Total cash outlays relating to the Integration Charge were approximately $20.3
million, $1.4 million of which were paid during the first 26 weeks of 1997.
In connection with the Acquisition, the Company assumed and included in the
allocation of the Acquisition cost accruals for involuntary severance and
termination benefits of $8.6 million and relocation costs of $8.2 million.
As of August 2, 1997, substantially all severance and termination benefits and
relocation costs were paid and charged against these liabilities, $1.6 million
of which were paid during the first 26 weeks of 1997.
In July 1997, the Company issued $200.0 million of its 8-3/8% Senior Notes
due August 15, 2005 (the "Senior Notes") and $125.0 million of its 9% Senior
Subordinated Notes due August 15, 2007 (the "Senior Subordinated Notes" and,
together with the Senior Notes, the "Notes"). The Senior Notes are not
redeemable at the option of the Company prior to maturity. The Senior
Subordinated Notes are redeemable, in whole or in part, at the option of the
Company, at any time on or after August 15, 2002, at declining redemption
prices. Prior to August 15, 2000, the Company may redeem up to 30% of the
Senior Subordinated Notes with the net proceeds of one or more public equity
offerings at a redemption price of 109%; provided, that at least $87.5 million
of Senior Subordinated Notes remain outstanding after such redemption. The
Notes constitute unsecured obligations of the Company. The Notes are fully and
unconditionally guaranteed on a senior basis with respect to the Senior Notes
and on a senior subordinated basis with respect to the Senior Subordinated Notes
by four of the Company's domestic subsidiaries. The Senior Notes rank pari
passu in right of payment with all other existing and future unsubordinated
obligations of the Company. The Senior Subordinated Notes are subordinated in
right of payment to all senior indebtedness of the Company, including the Senior
Notes. The indentures under which the Notes are issued contain covenants which,
among other things, limit the Company's ability to incur indebtedness, incur
liens, make restricted payments, consolidate, merge, sell assets, and issue
other senior subordinated debt. The proceeds from the issuance of the Notes
were approximately $317.5 million (net of initial purchasers' discounts and
estimated offering expenses of $7.5 million) and were used to repay the
quarterly amortizing term loan ($312.0 million) and a portion of revolving debt
($5.5 million) outstanding under the Company's previous credit facility.
In connection with the issuance of the Notes, on August 1, 1997, the
Company amended and restated its credit agreement to permit the Company to
borrow up to $600.0 million under a revolving credit facility which expires in
July 2002. Under the terms of the amended and restated credit agreement (the
"Credit Agreement"), letters of credit outstanding on a revolving basis may not
exceed $150.0 million. Amounts outstanding under the Credit Agreement bear
interest, at the Company's option, at rates based on Citibank, N.A.'s base rate
or the Eurodollar rate, and are secured by substantially all assets of the
Company and its domestic subsidiaries (excluding receivables related to the
Company's accounts receivable securitization facility). Borrowings under the
Credit Agreement will become unsecured once the Company reaches an "investment
grade" rating on its long-term senior unsecured indebtedness. The Credit
Agreement contains various operating covenants which, among other things, impose
certain limitations on the Company's ability to incur liens, incur indebtedness,
merge, consolidate or declare and make dividend payments. As of August 2, 1997,
$178.6 million of borrowings and $30.7 million of letters of credit were
outstanding on a revolving basis and $390.7 million was available for future
borrowing. The Company anticipates that interest expense will be higher during
the third and fourth quarters of 1997 compared to comparable prior year periods
as a result of the additional financial resources required to expand the
business and an increase in the weighted average interest rate incurred on
outstanding indebtedness due to the higher interest rates borne by the Notes.
Cash used for investing activities during the first 26 weeks of 1997
includes $13.9 million for the purchase of The Shoe Studio Group Limited.
Capital expenditures totaled $23.5 million and $18.3 million in the first 26
weeks of 1997 and 1996, respectively. Capital expenditures in the first 26
weeks of 1997 and 1996 relate primarily to the Company's retail store expansion
and remodeling programs and, in 1997, include expenditures related to the
Relocation. The Company estimates that total capital expenditures for 1997 will
be between $75.0 million and $80.0 million. The actual amount of the Company's
capital expenditures depends, in part, on the number of new stores opened, the
number of stores remodeled, the amount of any construction allowances the
Company may receive from the landlords of its new stores and any unexpected
costs incurred in connection with the Relocation. The opening and success of
new stores will be dependent upon, among other things, general economic and
business conditions affecting consumer spending, the availability of desirable
locations and the negotiation of acceptable lease terms for new locations. As
of August 2, 1997, the Company had commitments for approximately $17.8 million
of capital expenditures, related to commitments as of such date to open 137
retail stores, 80 of which are intended to be opened during the remainder of
1997.
The Company expects that its current cash balances, cash provided by
operations and borrowing under the credit facility will continue to provide the
capital flexibility necessary to fund future opportunities as well as to meet
existing obligations. The Company continuously evaluates potential acquisitions
of businesses which complement its existing operations. Depending on the cash
consideration required in such potential acquisitions, the Company may determine
to finance any such transaction with its existing sources of liquidity, or may
pursue financing through one or more public or private offerings of the
Company's securities, or both.
SEASONALITY
The Company's footwear and accessories are marketed primarily for each of
the four seasons, with the highest volume of products sold during the last three
fiscal quarters. Because the timing of shipments of products for any season may
vary from year to year, the results for any particular quarter may not be
indicative of results for the full year. The Company has not had significant
overhead and other costs generally associated with large seasonal variations.
INFLATION
The Company believes that the relatively moderate rate of inflation over
the past few years has not had a significant impact on the Company's revenues or
profitability. In the past, the Company has been able to maintain its profit
margins during inflationary periods.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Report which are not historical facts
contain forward-looking information with respect to the Company's plans,
projections or future performance, the occurrence of which involve certain risks
and uncertainties that could cause the Company's actual results or plans to
differ materially from those expected by the Company. Certain of such risks and
uncertainties relate to competition in the industry; changes in the prevailing
costs of leather and other raw materials, labor and advertising; changes in
consumer demands and preferences; the overall strength of the general retail
environment; retail store construction delays; the availability of desirable
retail locations and the negotiation of acceptable lease terms for such
locations; the ability of the Company to place its products in desirable
sections of its department store customers; and unexpected costs incurred in
connection with the Relocation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 1, 1997, the Company learned that on April 10, 1997, the United
States Securities and Exchange Commission (the "SEC") entered a formal order of
investigation with respect to, among other things, the Company's revenue
recognition policies and practices of certain of the Company's divisions that
were acquired from The U.S. Shoe Corporation in 1995. The Company has been
cooperating fully with the Staff of the SEC and intends to continue its
cooperation. The Company does not anticipate that the investigation will have a
material adverse financial effect on the Company.
The Company has been named as a defendant in various actions and
proceedings, including actions brought by certain terminated employees, arising
from its ordinary business activities. Although the liability that could arise
with respect to these actions cannot be accurately predicted, in the opinion of
the Company, any such liability will not have a material adverse financial
effect on the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1997 Annual Meeting of Stockholders of the Company was held on May 15,
1997. The election of two Class I directors was the only proposal submitted to
a vote of stockholders at the meeting. Results of the voting were as follows:
Election of Class I directors of the Company.
For Withheld
---------- ----------
C. Gerald Goldsmith 29,415,892 230,020
Henry W. Pascarella 29,419,274 226,638
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
See Exhibit Index
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated June 20, 1997, for the
purpose of reporting under Item 5 thereof that the Company had issued a press
release announcing its intention to make a private offering of Senior Notes due
2005 and Senior Subordinated Notes due 2007 in the aggregate principal face
amount of $325.0 million, a copy of which 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: September 15, 1997
EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
4.1 Senior Note Indenture dated as of July 9, 1997 among Nine West Group
Inc. and Nine West Development Corporation, Nine West Distribution
Corporation, Nine West Footwear Corporation and Nine West Manufacturing
Corporation, as Guarantors, and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Registration Statement
on Form S-4 (Registration No. 333-34085) filed on August 21, 1997)
4.2 Senior Subordinated Note Indenture dated as of July 9, 1997 among Nine
West Group Inc. and Nine West Development Corporation, Nine West
Distribution Corporation, Nine West Footwear Corporation and Nine West
Manufacturing Corporation, as Guarantors, and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.2 to the Registration
Statement on Form S-4 (Registration No. 333-34085) filed on August 21,
1997)
4.3 Registration Rights Agreement dated July 9, 1997 among Nine West Group
Inc. and Nine West Development Corporation, Nine West Distribution
Corporation, Nine West Footwear Corporation and Nine West
Manufacturing Corporation, as Guarantors, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Bear, Stearns & Co. Inc., Citicorp
Securities, Inc. and NationsBanc Capital Markets, Inc. (incorporated by
reference to Exhibit 4.3 to the Registration Statement on Form S-4
(Registration No. 333-34085) filed on August 21, 1997)
4.4 Form of Global 8-3/8% Senior Notes due 2005 (incorporated by reference
to Exhibit 4.4 to the Registration Statement on Form S-4 (Registration
No. 333-34085) filed on August 21, 1997)
4.5 Form of Definitive 8-3/8% Senior Notes due 2005 (incorporated by
reference to Exhibit 4.5 to the Registration Statement on Form S-4
(Registration No. 333-34085) filed on August 21, 1997)
4.6 Form of 8-3/8% Series B Senior Notes due 2005 (incorporated by
reference to Exhibit 4.6 to the Registration Statement on Form S-4
(Registration No. 333-34085) filed on August 21, 1997)
4.7 Form of 9% Senior Subordinated Notes due 2007 (incorporated by
reference to Exhibit 4.7 to the Registration Statement on Form S-4
(Registration No. 333-34085) filed on August 21, 1997)
4.8 Form of 9% Series B Senior Subordinated Notes due 2007 (incorporated by
reference to Exhibit 4.8 to the Registration Statement on Form S-4
(Registration No. 333-34085) filed on August 21, 1997)
4.9 Form of Unrestricted Global 5-1/2% Convertible Subordinated Note Due
2003 (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to
the Registration Statement on Form S-3 (Registration No. 333-12545)
filed on August 21, 1997)
10.1 Amended and Restated Credit Agreement, dated as of August 1, 1997,
among the Company, the subsidiaries of the Company named therein and
from time to time party thereto as guarantors, the financial
institutions listed on the signature pages thereof and Citibank, N.A.,
as administrative agent (incorporated by reference to Exhibit 10.1 to
Amendment No. 1 to the Registration Statement on Form S-3 (Registration
No. 333-12545) filed on August 21, 1997)
11 Computation of earnings per share, filed herewith.
27 Financial Data Schedule, filed herewith.