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EX-99 - EXHIBIT 99.2 - JONES GROUP INCexhibit99_2.htm
EX-23 - EXHIBIT 23.1 - JONES GROUP INCexhibit23_1.htm
EX-99 - EXHIBIT 99.4 - JONES GROUP INCexhibit99_4.htm

EXHIBIT 99.3

Stuart Weitzman Holdings, LLC
and Subsidiaries

Condensed Consolidated Financial Statements as of
April 3, 2010, April 4, 2009 and January 2, 2009,
and for the fiscal quarters ended April 3, 2010, and
April 4, 2009

 

 

 

 


STUART WEITZMAN HOLDINGS, LLC AND SUBSIDIARIES

TABLE OF CONTENTS

  Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:  
Condensed Consolidated Balance Sheets as of April 3, 2010 (unaudited), April 4, 2009 (unaudited) and January 2, 2010 3
Condensed Consolidated Statements of Income for the fiscal quarters ended April 3, 2010 and April 4, 2009 (unaudited) 4
Condensed Consolidated Statements of Members' Equity and Comprehensive Income for the fiscal quarters ended April 3, 2010 and April 4, 2009 (unaudited) 5
Condensed Consolidated Statements of Cash Flows for the fiscal quarters ended April 3, 2010 and April 4, 2009 (unaudited) 6
Notes to Condensed Consolidated Financial Statements (unaudited) 7 - 9

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STUART WEITZMAN HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)

           
    April 3, 2010
(Unaudited)
  April 4, 2009
(Unaudited)
  January 2, 2010
ASSETS            
CURRENT ASSETS:            
  Cash and cash equivalents $ 8,758 $ 18,295 $ 50,684
  Trade accounts receivable - Net   32,996   31,191   23,033
  Inventories   14,258   16,763   15,131
  Inventories - consigned   602   1,016   640
  Accrued hedging contracts receivable   -   1,348   -
  Prepaid expenses and other current assets   1,692   3,054   1,642
     Total current assets   58,306   71,667   91,130
PROPERTY AND EQUIPMENT - Net   19,862   26,891   20,588
INTANGIBLE ASSETS - Net   9,282   9,549   10,142
GOODWILL   1,165   -   1,237
OTHER   629   2,884   985
TOTALS $ 89,244 $ 110,991 $ 124,082
LIABILITIES AND MEMBERS' EQUITY            
CURRENT LIABILITIES:            
  Accounts payable  $ 3,979  $ 2,662  $ 4,153
  Accrued liabilities   4,933   5,226   3,614
  Due to customers   425   307   1,170
  Current portion of notes payable   235   -   100
  Other current liabilities   314   697   279
     Total current liabilities   9,886   8,892   9,316
DEFERRED RENT AND LEASE INCENTIVES   5,930   5,896   6,106
NOTES PAYABLE, less current portion   314   -   364
     Total liabilities   16,130
  14,788
  15,786
COMMITMENTS AND CONTINGENCIES            
MEMBERS' EQUITY:            
  Contributed capital   14,783   14,783   14,783
  Retained earnings   57,482   80,153   91,479
  Accumulated other comprehensive income   849   1,267   2,034
     Total members' equity   73,114   96,203   108,296
TOTALS $ 89,244 $ 110,991 $ 124,082

See notes to consolidated financial statements.

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STUART WEITZMAN HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(amounts in thousands)

           
 

Fiscal Quarter Ended

 
  April 3, 2010   April 4, 2009  
NET SALES $ 55,783   $ 50,688  
COST OF SALES   29,271     30,276  
GROSS PROFIT   26,512     20,412  
SELLING EXPENSES   11,456     11,157  
GENERAL AND ADMINISTRATIVE EXPENSES   4,944     4,140  
DEPRECIATION AND AMORTIZATION EXPENSES   1,618     1,531  
OPERATING INCOME   8,494     3,584  
OTHER INCOME (EXPENSE):            
   Foreign exchange losses   (231 )   (1,208 )
   Other expenses   (35 )   (147 )
      Total other expense   (266 )   (1,355 )
INCOME BEFORE PROVISION FOR INCOME TAXES   8,228     2,229  
PROVISION FOR INCOME TAXES   181     569  
NET INCOME $ 8,047   $ 1,660  

See notes to consolidated financial statements.

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STUART WEITZMAN HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY AND COMPREHENSIVE INCOME (UNAUDITED)
(amounts in thousands)
 

 
     Contributed Capital     Retained Earnings      
Accumulated Other Comprehensive Income
    Comprehensive Income     Total  
BALANCES - January 3, 2009 $ 14,783   $ 78,527   $ 1,252         $ 94,562  
Fiscal quarter ended April 4, 2009:          

 

                 
Distributions to members         (34

              (34
Comprehensive income:                              
  Net income         1,660         1,660     1,660  
  Foreign currency translation adjustment               15     15     15  
     Total comprehensive income                   $ 1,675        
BALANCES - April 4, 2009 $ 14,783   $ 80,153   $ 1,267         $ 96,203  
BALANCES - January 2, 2010 $ 14,783   $ 91,479   $ 2,034         $ 108,296  
Fiscal quarter ended April 3, 2010:          

 

                 
Distributions to members         (42,044

              (42,044
Comprehensive income:                              
  Net income         8,047         8,047     8,047  
  Foreign currency translation adjustment               (1,185   (1,185   (1,185 )
     Total comprehensive income                   $ 6,862        
BALANCES - April 3, 2010 $ 14,783   $ 57,482   $ 849         $ 73,114  

See notes to consolidated financial statements.

5


STUART WEITZMAN HOLDINGS, LLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
(amounts in thousands)

       
   

Fiscal Quarter Ended

 
    April 3, 2010   April 4, 2009  
CASH FLOWS FROM OPERATING ACTIVITIES:            
Net income $ 8,047   $ 1,660  
Adjustments to reconcile net income to net cash provided by operating activities:            
  Depreciation and other amortization   1,617     1,531  
  Provision for bad debts   355     126  
  Amortization of deferred lease incentives   (152 )   (131 )
Changes in operating assets and liabilities:            
  Trade accounts receivable   (10,318 )   (5,458 )
  Inventories   873     4,667  
  Inventories - consigned   38     (31 )
  Accrued hedging contracts receivable   (3 )   -  
  Prepaid expenses and other current assets   (47 )   445  
  Other assets   356     138  
  Accounts payable   (174 )   (581 )
  Accrued liabilities   1,319     2,355  
  Due to customers   (745 )   (520 )
  Other current liabilities   35     144  
  Deferred rent and lease incentives   (24 )   1  
     Net cash provided by operating activities   1,177     4,346  
CASH FLOWS FROM INVESTING ACTIVITIES:            
Purchases of property and equipment   (763   (1,046
     Net cash used in investing activities   (763 )   (1,046 )
CASH FLOWS FROM FINANCING ACTIVITIES:            
  Cash distributions to members   (42,044   (34
  Net proceeds from line of credit   135     -  
  Payment of note payable   (23   -  
     Net cash used in financing activities   (41,932   (34
EFFECT OF EXCHANGE RATES ON CASH   (408 )   402  
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   (41,296 )   3,668  
CASH AND CASH EQUIVALENTS - Beginning of year   50,684     14,627  
CASH AND CASH EQUIVALENTS - End of year $ 8,758   $ 18,295  
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:            
Cash paid during the period for Income Taxes $ 147   $ 462  
Cash paid during the period for Interest $ 5   $ -  

See notes to consolidated financial statements.

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STUART WEITZMAN HOLDINGS, LLC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
AS OF APRIL 3, 2010, APRIL 4, 2009 AND JANUARY 2, 2010, AND FOR THE FISCAL QUARTERS
ENDED APRIL 3, 2010 AND APRIL 4, 2009


1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Stuart Weitzman Holdings, LLC and subsidiaries (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the requirements of Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements of the Company for the year ended January 2, 2010 and the footnotes thereto included.

2. ACCOUNTS RECEIVABLE

The Company provides trade credit and financing to its customers in the normal course of business. Accounts receivable are carried at amounts management deems collectible and an allowance is provided in the event an account is considered uncollectible. As of April 4, 2010, April 3, 2009 and January 2, 2010, the Company maintained an allowance for doubtful accounts of approximately $725,000, $360,000 and $528,000, respectively.

3. FOREIGN CURRENCY CONTRACTS

The Company is exposed to foreign currency exchange rate fluctuations in the normal course of its business. As part of its risk management strategy, the Company uses derivative instruments to hedge certain foreign currency exposures. The Company's objective is to offset gains and losses resulting from these exposures with losses and gains on the derivative contracts used to hedge them, thereby reducing volatility of earnings.

Accounting and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability and measured at fair value. It also requires that changes in the derivative's fair value be recognized currently in earnings, unless specific criteria are met and that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. As of April 4, 2010, April 3, 2009 and January 2, 2010, the Company does not meet the criteria to designate its transactions as hedges and as a result, all changes in the fair value of the Company's derivative financial instruments are reflected in the consolidated statements of income.

At April 4, 2010, April 3, 2009 and January 2, 2010, the Company had open forward hedge contracts for the purchase of approximately 0, 35.7 million and 7.0 million Euros , respectively. The Company estimates the fair value of its open derivatives using current market rates and records all open derivatives in the balance sheet at fair value. As of April 4, 2010, April 3, 2009 and January 2, 2010 the Company recorded approximately $0, $1.3 million and $(3,000), respectively, as accrued hedging contracts receivable (liability) for the fair market value of open derivatives. Unrealized gains or losses from the change in fair market value of open derivative contracts are reflected in other income (expense) in the accompanying consolidated statements of income. For the fiscal quarters ended April 4, 2010 and April 3, 2009 the Company recognized gain/(losses) of approximately $3,000 gain and a loss of $(1.0) million, respectively, for unrealized gains/losses related to changes in value of open derivative contracts.

The Company uses forward hedge contracts for the purchase of inventory. Gains and losses from the settlement of forward hedge contracts used for the purchase of inventory are included in cost of sales in the accompanying consolidated statements of income. For the fiscal quarters ended April 3, 2010 and April 4,

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2009, the Company recognized in cost of sales realized losses on forward contracts used for the purchase of inventory totaling approximately ($338,000) and ($1.4) million, respectively.

Realized gains and losses from the settlement of wholesale accounts receivable denominated in foreign currency are included in net sales in the accompanying consolidated statements of income. For the fiscal quarters ended April 4, 2010 and April 3, 2009, the Company recognized realized losses from the settlement of wholesale accounts receivable of approximately ($245,000) and ($416,000) in net sales, respectively.

4. NOTES PAYABLE/ BORROWING FACILITIES

Notes payable at April 3, 2010 and January 2, 2010 consist of (dollars in thousands):

    April 3, 2010     January 2, 2010  
2.5% Note payable to a bank due 2014 $ 414   $ 464  
Less current portion   (100

)

  (100

)

2.5% Note payable to a bank   314     364  
Line of Credit to a bank   135     -  
Less current portion   (135

)

  -

 

Line of Credit to a bank   -     -  
  $ 314   $ 364  

The 2.5% Note payable to a bank was assumed as a part of the Monaco acquisition in October 2009 and the Company did not have a note payable at April 4, 2009. The note payable holder has a security interest in all assets of MIDA, SARL, the acquired Monaco subsidiary.

At April 3, 2010, the Company maintained a 300,000 Euro denominated unsecured borrowing facility with a bank. The unsecured borrowing facility is renewable on an annual basis and expires in March 2011 and outstanding borrowings under this facility accrue interest at 2.75%. As of April 3, 2010 100,000 Euros were outstanding under this facility. No cash borrowings were outstanding under this facility at April 4, 2009 or January 2, 2010.

Letters of Credit Facility - At April 3, 2010, the Company maintained a $3.5 million unsecured borrowing facility with a bank and as of April 3, 2010, April 4, 2009 and January 2, 2010 had $1.4 million, $1.8 million and $1.2 million, respectively in outstanding letters of credit against this facility as security for various operating leases. The unsecured borrowing facility is renewable on an annual basis and expires October 1, 2010. Any outstanding cash borrowings under this facility would accrue interest at either the prevailing prime lending rate or the prevailing LIBOR rate plus 300 basis points.

5. FAIR VALUE MEASUREMENTS

The Company adopted the methods of fair value to value its both financial and non-financial assets and liabilities. As defined in the accounting standards, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

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Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in inactive markets; or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data.

Level 3:

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

Financial assets and liabilities carried at fair value at April 3, 2010, April 4, 2009 and January 2, 2010 are classified in the table below in one of the three categories described above (dollars are in thousands):

 

April 4, 2009

    Level 1     Level 2     Level 3     Total
Accrued hedging contract liability   $ -   $ 1,348   $ -   $ 1,348
 Total assets at fair value $ -   $ 1,348   $ -   $ 1,348

 

 

January 2, 2010

    Level 1     Level 2     Level 3     Total
Accrued hedging contract liability   $ -   $ 3   $ -   $ 3
 Total liabilities at fair value $ -   $ 3   $ -   $ 3

There were no financial assets or liabilities carried at fair value at April 3, 2010. Hedging contract receivables are valued using observable inputs including foreign exchange forward and spot rates which fall under Level 2 of the fair value hierarchy.

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