CALERES INC - Quarter Report: 2012 October (Form 10-Q)

 

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

 

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FORM 10-Q 

 

(Mark One)

 

Commission file number: 1-2191 

 

 

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  R     No £ 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

   Yes  R     No £ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

   Yes  £     No R 

 

As of November 23, 2012, 42,892,828 common shares were outstanding.

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See notes to condensed consolidated financial statements.

 

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See notes to condensed consolidated financial statements.

  

 

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See notes to condensed consolidated financial statements.

  

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See notes to condensed consolidated financial statements.

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The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the United States Securities and Exchange Commission (“SEC”) and reflect all adjustments and accruals of a normal recurring nature, which management believes are necessary to present fairly the financial position, results of operations and cash flows of Brown Shoe Company, Inc. (the “Company”). These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company's consolidated financial position, results of operations, comprehensive income and cash flows in conformity with accounting principles generally accepted in the United States. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions. 

 

The Company’s business is seasonal in nature due to consumer spending patterns, with higher back-to-school and Christmas and Easter holiday season sales. Traditionally, the third fiscal quarter accounts for a substantial portion of the Company’s earnings for the year. Interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole. 

 

Certain prior period amounts in the condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications did not affect net earnings attributable to Brown Shoe Company, Inc. 

 

For further information, refer to the consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K for the year ended January 28, 2012.

  

 

 

 

 

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, Fair Value Measurement, which amends prior fair value guidance. This standard requires additional disclosures related to fair value measurements. The Company adopted the standard on January 29, 2012 and it did not have an impact on the Company’s condensed consolidated financial statements, although changes in related disclosures were required. 

 

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (ASC Topic 220) Presentation of Comprehensive Income, which amends prior comprehensive income guidance. This standard eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income that contains two sections, net earnings and other comprehensive income, or in two separate but consecutive statements. The Company adopted the standard on January 29, 2012 and it did not have an impact on the Company’s condensed consolidated balance sheets, results of operations or cash flows as it only requires a change in the format of the current presentation and related disclosures. 

 

In September 2011, the FASB issued ASU No. 2011-08, Intangibles-Goodwill and Other (ASC Topic 350) Testing Goodwill for Impairment, which amends prior goodwill impairment testing guidance. This standard will allow companies the option to first assess qualitative factors to determine whether it is more likely than not (a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after considering the totality of events and circumstances, an entity determines it is more likely than not that the fair value of a reporting unit is more than its carrying amount, performing the two-step impairment test is unnecessary. The Company adopted the standard on January 29, 2012 and it did not have an impact on the Company’s condensed consolidated financial statements. 

 

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (ASC Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment, which amends prior indefinite-lived intangible asset impairment testing guidance. This standard will allow companies the option to first assess qualitative factors to determine whether it is more likely than not (a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired. If, after considering the totality of events and circumstances, an entity determines it is more likely than not that an indefinite-lived intangible asset is not impaired, then calculating the fair value is unnecessary. The Company adopted the standard on July 29, 2012 and it did not have an impact on the Company’s condensed consolidated financial statements.

  

 

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American Sporting Goods Corporation   

On February 17, 2011, the Company entered into a Stock Purchase Agreement with American Sporting Goods Corporation (“ASG”) and ASG’s stockholders, pursuant to which a subsidiary of the Company acquired all of the outstanding capital stock of ASG from the ASG stockholders on that date. The aggregate purchase price for ASG was $156.6 million in cash, including debt assumed by the Company of $11.6 million. The cost to acquire ASG was allocated to the assets acquired and liabilities assumed according to estimated fair values. The allocation resulted in acquired goodwill of $61.2 million and intangible assets related to trade names, licensing agreements and customer relationships of $46.7 million. The goodwill and intangible assets were allocated to the Wholesale Operations segment. 

 

The Company incurred no integration costs in the third quarter of 2012 and $0.7 million ($0.4 million on an after-tax basis, or $0.01 per diluted share) during the thirty-nine weeks ended October 27, 2012 and incurred acquisition and integration costs of $1.1 million ($0.8 million on an after-tax basis, or $0.02 per diluted share) in the third quarter of 2011 and $3.5 million ($2.9 million on an after-tax basis, or $0.08 per diluted share) during the thirty-nine weeks ended October 29, 2011. The integration costs incurred in the thirty-nine weeks ended October 27, 2012 are included in the Wholesale Operations segment. The acquisition and integration costs incurred in the thirty-nine weeks ended October 29, 2011 were included in the Other segment. All costs were recorded as a component of restructuring and other special charges, net. In addition, the Wholesale Operations segment recognized an increase in cost of goods sold related to the impact of the inventory fair value adjustment in connection with the acquisition of ASG of $3.9 million ($2.3 million on an after-tax basis, or $0.05 per diluted share) during the thirty-nine weeks ended October 29, 2011, which excludes the effect of The Basketball Marketing Company, Inc. (“TBMC”).  

 

The results of ASG have been included in the Company’s financial statements since February 17, 2011 and are consolidated within the Wholesale Operations segment. The following table illustrates the unaudited pro forma effect on the thirteen and thirty-nine weeks ended October 29, 2011 results as if the acquisition had been completed as of the beginning of 2010: 

 

 

The pro forma net sales for the third quarter and thirty-nine weeks ended October 29, 2011 exclude the discontinued operations of TBMC, which was sold during the third quarter of 2011. The primary adjustments to the pro forma disclosures above include: i) the elimination of the non-cash cost of goods sold impact related to the inventory fair value adjustment of $4.2 million ($2.7 million in the first quarter of 2011 and $1.5 million in the second quarter of 2011); and ii) the elimination of $1.6 million of expenses related to the acquisition incurred during the first quarter of 2011.  

 

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. 

 

The Basketball Marketing Company, Inc. 

On October 25, 2011, the Company sold TBMC for $55.4 million, which resulted in a pre-tax gain of $21.6 million for the third quarter of 2011. TBMC was acquired in the Company’s February 17, 2011 acquisition of ASG. Accordingly, the Company reduced goodwill by $21.6 million, intangible assets by $8.0 million and other net assets by $4.2 million and the results of TBMC are reflected in the condensed consolidated statement of earnings as discontinued operations.

  

 

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The Company uses the two-class method to compute basic and diluted earnings per common share attributable to Brown Shoe Company, Inc. shareholders. The following table sets forth the computation of basic and diluted earnings per common share attributable to Brown Shoe Company, Inc. shareholders for the periods ended October 27, 2012 and October 29, 2011:

 

Options to purchase 567,966 and 1,609,005 shares of common stock for the thirteen weeks and 1,019,565 and 1,482,291 shares of common stock for the thirty-nine weeks ended October 27, 2012 and October 29, 2011, respectively, were not included in the denominator for diluted earnings per common share attributable to Brown Shoe Company, Inc. shareholders because the effect would be antidilutive. 

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Portfolio Realignment 

The Company's portfolio realignment efforts include selling the AND 1 division (TBMC, which was acquired with ASG); exiting certain women’s specialty and private label brands; exiting the children’s wholesale business; closing two U.S. distribution centers; closing or relocating numerous underperforming or poorly aligned retail stores; closing of facilities in China; and other infrastructure changes. These portfolio realignment efforts began in 2011 and will continue through 2012. 

 

The termination of the Etienne Aigner license agreement is also considered part of the Company’s portfolio realignment efforts. During the second quarter of 2012, the Company terminated the Etienne Aigner license agreement (“former license agreement”), due to a dispute with the licensor. In conjunction with the termination, in the second quarter of 2012, the Company recognized an impairment charge of $5.8 million to reduce the remaining unamortized value of the licensed trademark intangible asset to zero.  

 

During the third quarter of 2012, the Company incurred costs related to its portfolio realignment activities of $2.6 million ($1.6 million after-tax, or $0.04 per diluted share). These costs are reflected on the condensed consolidated statement of earnings as $2.3 million in restructuring and other special charges, net, and $0.3 million in cost of goods sold. Of the $2.3 million in restructuring and other special charges, net, $1.5 million is included in the Wholesale Operations segment, $0.4 million is included in the Famous Footwear segment, $0.3 million is included in the Specialty Retail segment, and $0.1 million is included in the Other segment. Of the $0.3 million in cost of goods sold, $0.2 million is included in the Wholesale Operations segment and $0.1 million is included in the Specialty Retail segment.  

 

During the thirty-nine weeks ended October 27, 2012, the Company incurred costs related to its portfolio realignment activities of $27.0 million ($17.4 million after-tax, or $0.41 per diluted share). These costs are reflected on the condensed consolidated statement of earnings as $18.3 million in restructuring and other special charges, net, $5.8 million in impairment of intangible assets and $2.9 million in cost of goods sold. Of the $18.3 million in restructuring and other special charges, net, $7.7 million is included in the Famous Footwear segment, $6.1 million is included in the Wholesale Operations segment, $3.6 million is included in the Specialty Retail segment and $0.9 million is included in the Other segment. The intangible impairment of $5.8 million was recorded in the Wholesale Operations segment. Of the $2.9 million in cost of goods sold, $2.6 million is included in the Wholesale Operations segment and $0.3 million is included in the Specialty Retail segment.  

 

During the thirteen and thirty-nine weeks ended October 29, 2011, the Company incurred costs related to its portfolio realignment activities of $4.5 million ($2.8 million after-tax, or $0.07 per diluted share). These costs are reflected on the condensed consolidated statement of earnings as $3.6 million in restructuring and other special charges, net, and $0.9 million in cost of goods sold. All of these costs are included in the Wholesale Operations segment. 

 

The Company believes its portfolio realignment will result in total expense of approximately $50 million, of which $46.2 million was recorded as of October 27, 2012. The majority of the remaining $3.8 million is expected to be incurred in the Wholesale Operations segment. Inclusive of the TBMC gain, the net expense is expected to be approximately $30 million. 

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The following is a summary of the charges and settlements by category of costs: 

 

 

Acquisition and Integration Related Costs 

In the thirty-nine weeks ended October 27, 2012, the Company incurred integration costs related to ASG of $0.7 million ($0.4 million on an after-tax basis, or $0.01 per diluted share), with no charges during the third quarter of 2012. During the thirteen and the thirty-nine weeks ended October 29, 2011, the Company incurred acquisition and integration costs of $1.1 million ($0.8 million on an after-tax basis, or $0.02 per diluted share) and $3.5 million ($2.9 million on an after-tax basis, or $0.08 per diluted share), respectively. All of the 2012 costs are included in the Wholesale Operations segment as a component of restructuring and other special charges, net. All of the 2011 costs were included in the Other segment as a component of restructuring and other special charges, net. As of October 27, 2012, there is a remaining liability of $0.6 million related to severance.  

 

Organizational Change 

During the thirty-nine weeks ended October 27, 2012, the Company incurred costs of $2.3 million ($1.4 million on an after-tax basis, or $0.03 per diluted share) related to an organizational change at the corporate headquarters. All of these costs are recorded in the Other segment and as a component of restructuring and other special charges, net. No organizational change costs were incurred during the third quarter of 2012 or the full year of 2011.

  

 

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Applicable business segment information is as follows for the periods ended October 27, 2012 and October 29, 2011:  

 

 

The Other segment includes corporate assets, administrative expenses and other costs and recoveries, which are not allocated to the operating segments.  

 

During the thirteen weeks ended October 27, 2012, operating earnings (loss) included portfolio realignment costs of $2.6 million. Of the $2.6 million, $1.7 million is included in the Wholesale Operations segment, $0.4 million is included in the Specialty Retail segment, $0.4 million is included in the Famous Footwear segment and $0.1 million is included in the Other segment. During the thirty-nine weeks ended October 27, 2012, operating earnings (loss) included portfolio realignment costs of $27.0 million, organizational change costs of $2.3 million and ASG integration-related costs of $0.7 million. Of the $27.0 million, $14.5 million is included in the Wholesale Operations segment, $7.7 million is included in the Famous Footwear segment, $3.9 million is included in the Specialty Retail segment and $0.9 million is included in the Other segment. The $2.3 million of organizational change costs are included in the Other segment. The $0.7 million of ASG integration-related costs are included in the Wholesale Operations segment. 

 

During the thirteen weeks and thirty-nine weeks ended October 29, 2011, operating earnings of the Wholesale Operations segment included portfolio realignment costs of $4.5 million. For the thirty-nine weeks ended October 29, 2011, operating earnings of the Wholesale Operations segment included an increase in cost of goods sold related to the impact of the inventory fair value adjustment in connection with the acquisition of ASG of $3.9 million, which excludes the effect of TBMC. During the thirteen and thirty-nine weeks ended October 29, 2011, the operating loss of the Other segment included costs related to the Company’s acquisition and integration of ASG of $1.1 million and $3.5 million, respectively.  

 

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Following is a reconciliation of operating earnings to earnings before income taxes from continuing operations:  

 

 

  

 

 

Goodwill and intangible assets were attributable to the Company's operating segments as follows:

 

Intangible assets, primarily owned trademarks, of $42.5 million as of October 27, 2012, October 29, 2011 and January 28, 2012 are not subject to amortization. All remaining intangible assets, primarily owned and licensed trademarks, are subject to amortization and have useful lives ranging from four to 20 years as of October 27, 2012. Amortization expense related to intangible assets was $1.7 million and $2.1 million for the thirteen weeks and $5.4 million and $6.3 million for the thirty-nine weeks ended October 27, 2012 and October 29, 2011, respectively. 

 

Effective July 12, 2012, the Company terminated the Etienne Aigner license agreement, due to a dispute with the licensor. In conjunction with the termination, in the second quarter of 2012, the Company recognized an impairment charge of $5.8 million, to reduce the remaining unamortized value of the licensed trademark intangible asset to zero. The intangible asset had an original value of $13.0 million and as of the termination date, the remaining unamortized value of the license trademark was $5.8 million. 

 

During the third quarter of 2012, the Company acquired a trademark for $5.0 million. The trademark is being amortized over a 15 year useful life. 

 

The decrease in the intangible assets of the Wholesale Operations segment from October 29, 2011 and January 28, 2012 to October 27, 2012 is primarily related to the impairment of the Etienne Aigner licensed trademark and amortization, partially offset by the acquisition of a trademark.

  

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The following tables set forth the changes in Brown Shoe Company, Inc. shareholders’ equity and noncontrolling interests for the thirty-nine weeks ended October 27, 2012:

 

Share-Based Compensation 

The Company recognized share-based compensation expense of $1.5 million and $2.1 million during the thirteen weeks and $4.8 million and $5.1 million during the thirty-nine weeks ended October 27, 2012 and October 29, 2011, respectively.  

 

The Company issued 52,297 shares of common stock during the thirteen weeks ended October 27, 2012, for stock options exercised and directors’ fees. The Company issued 1,360,588 shares of common stock during the thirty-nine weeks ended October 27, 2012, for performance share awards, restricted stock grants, stock options exercised and directors’ fees.  

 

During the thirteen and thirty-nine weeks ended October 27, 2012, the Company cancelled restricted stock awards of 32,800 and 147,300 shares, respectively, as a result of forfeitures. 

 

The Company also granted 1,276 restricted stock units to non-employee directors with a weighted-average grant date fair value of $16.18 during the third quarter of 2012.  All restricted stock units granted during the third quarter of 2012 immediately vested and compensation expense was fully recognized.

  

 

 

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The following tables set forth the components of net periodic benefit (income) cost for the Company, including domestic and Canadian plans:

 

 

  

 

 

Credit Agreement 

On January 7, 2011, the Company and certain of its subsidiaries (the “Loan Parties”) entered into a Third Amended and Restated Credit Agreement, which was further amended on February 17, 2011 (as so amended, the “Credit Agreement”). The Credit Agreement matures on January 7, 2016 and provides for a revolving credit facility in an aggregate amount of up to $530.0 million (effective February 17, 2011), subject to the calculated borrowing base restrictions, and provides for an increase at the Company’s option of up to $150.0 million from time to time during the term of the Credit Agreement (the “general purpose accordion feature”) subject to satisfaction of certain conditions and the willingness of existing or new lenders to assume the increase. 

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Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base, which is based on stated percentages of the sum of eligible accounts receivable and inventory, as defined, less applicable reserves. Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral.  

 

Interest on borrowings is at variable rates based on the London Inter-Bank Offered Rate (“LIBOR”) or the prime rate, as defined in the Credit Agreement, plus a spread. The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement. There is an unused line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit. 

  

The Credit Agreement limits the Company’s ability to incur additional indebtedness, create liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, certain additional covenants would be triggered if excess availability were to fall below specified levels, including fixed charge coverage ratio requirements. Furthermore, if excess availability falls below the greater of (i) 15.0% of the lesser of (x) the borrowing base or (y) the total commitments and (ii) $35.0 million for three consecutive business days, or an event of default occurs, the lenders may assume dominion and control over the Company’s cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days. 

  

The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, judgment defaults in excess of a certain threshold, the failure of any guaranty or security document supporting the agreement to be in full force and effect and a change of control event. In addition, if the excess availability falls below the greater of (i) 12.5% of the lesser of (x) the borrowing base or (y) the total commitments and (ii) $35.0 million, and the fixed charge coverage ratio is less than 1.0 to 1.0, the Company would be in default under the Credit Agreement. The Credit Agreement also contains certain other covenants and restrictions. The Company was in compliance with all covenants and restrictions under the Credit Agreement as of October 27, 2012. 

 

At October 27, 2012, the Company had $110.0 million in borrowings outstanding and $8.8 million in letters of credit outstanding under the Credit Agreement. Total additional borrowing availability was $380.9 million at October 27, 2012.   

 

$200 Million Senior Notes Due 2019 

On May 11, 2011, the Company closed on an offering (the “Offering”) of $200.0 million aggregate principal amount of 7.125% Senior Notes due 2019 (the “2019 Senior Notes”). The Company used a portion of the net proceeds to call and redeem the outstanding 8.75% senior notes due in 2012 (the “2012 Senior Notes”). The Company used the remaining net proceeds for general corporate purposes, including repaying amounts outstanding under the Credit Agreement. 

 

The 2019 Senior Notes are guaranteed on a senior unsecured basis by each of the subsidiaries of the Company that is an obligor under the Credit Agreement. Interest on the 2019 Senior Notes is payable on May 15 and November 15 of each year. The 2019 Senior Notes mature on May 15, 2019. Prior to May 15, 2014, the Company may redeem some or all of the 2019 Senior Notes at a redemption price equal to the sum of the principal amount of the 2019 Senior Notes to be redeemed, plus accrued and unpaid interest, plus a “make whole” premium. After May 15, 2014, the Company may redeem all or a part of the 2019 Senior Notes at the redemption prices (expressed as a percentage of principal amount) set forth below plus accrued and unpaid interest, if redeemed during the 12-month period beginning on May 15 of the years indicated below:

 

In addition, prior to May 15, 2014, the Company may redeem up to 35% of the 2019 Senior Notes with the proceeds from certain equity offerings at a redemption price of 107.125% of the principal amount of the 2019 Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the redemption date. 

 

The 2019 Senior Notes also contain certain other covenants and restrictions that limit certain activities including, among other things, levels of indebtedness, payments of dividends, the guarantee or pledge of assets, certain investments, common stock repurchases, mergers and acquisitions and sales of assets. As of October 27, 2012, the Company was in compliance with all covenants and restrictions relating to the 2019 Senior Notes.

 

 

 

 

In the normal course of business, the Company’s financial results are impacted by currency rate movements in foreign currency denominated assets, liabilities and cash flows as it makes a portion of its purchases and sales in local currencies. The Company has established policies and business practices that are intended to mitigate a portion of the effect of these exposures. The Company uses derivative financial instruments, primarily forward contracts, to manage its currency exposures. These derivative instruments are viewed as risk management tools and are not used for trading or speculative purposes. Derivatives entered into by the Company are designated as cash flow hedges of forecasted foreign currency transactions. 

 

Derivative financial instruments expose the Company to credit and market risk. The market risk associated with these instruments resulting from currency exchange movements is expected to offset the market risk of the underlying transactions being hedged. The Company does not believe there is a significant risk of loss in the event of non-performance by the counterparties associated with these instruments because these transactions are executed with major financial institutions and have varying maturities through November 2013. Credit risk is managed through the continuous monitoring of exposures to such counterparties. 

 

The Company principally uses foreign currency forward contracts as cash flow hedges to offset a portion of the effects of exchange rate fluctuations. The Company’s cash flow exposures include anticipated foreign currency transactions, such as foreign currency denominated sales, costs, expenses, intercompany charges, as well as collections and payments. The Company performs a quarterly assessment of the effectiveness of the hedge relationship and measures and recognizes any hedge ineffectiveness in the condensed consolidated statement of earnings. Hedge ineffectiveness is evaluated using the hypothetical derivative method, and the ineffective portion of the hedge is reported in the Company’s condensed consolidated statement of earnings. The amount of hedge ineffectiveness for the thirteen weeks and thirty-nine weeks ended October 27, 2012 and October 29, 2011 was not material. 

 

The Company’s hedging strategy uses forward contracts as cash flow hedging instruments, which are recorded in the Company’s condensed consolidated balance sheet at fair value. The effective portion of gains and losses resulting from changes in the fair value of these hedge instruments are deferred in accumulated other comprehensive income and reclassified to earnings in the period that the hedged transaction is recognized in earnings. 

 

As of October 27, 2012, October 29, 2011 and January 28, 2012, the Company had forward contracts maturing at various dates through November 2013, October 2012 and February 2013, respectively. The contract amount represents the net amount of all purchase and sale contracts of a foreign currency.

 

 

 

 

 

 

 

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The classification and fair values of derivative instruments designated as hedging instruments included within the condensed consolidated balance sheet as of October 27, 2012, October 29, 2011 and January 28, 2012 are as follows:

 

For the thirteen weeks ended October 27, 2012 and October 29, 2011, the effect of derivative instruments in cash flow hedging relationships on the condensed consolidated statements of earnings was as follows:

 

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During 2011, the effect of derivative instruments in cash flow hedging relationships on the condensed consolidated statement of earnings was as follows:

 

All of the gains and losses currently included within accumulated other comprehensive income associated with the Company’s foreign exchange forward contracts are expected to be reclassified into net earnings within the next 13 months. Additional information related to the Company’s derivative financial instruments are disclosed within Note 12 to the condensed consolidated financial statements. 

 

 

 

Fair Value Hierarchy 

FASB guidance on fair value measurements and disclosures specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (“observable inputs”) or reflect the Company’s own assumptions of market participant valuation (“unobservable inputs”). In accordance with the fair value guidance, the hierarchy is broken down into three levels based on the reliability of the inputs as follows: 

 

 

 

  

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. Classification of the financial or non-financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. 

 

Measurement of Fair Value 

The Company measures fair value as an exit price, the price to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date, using the procedures described below for all financial and non-financial assets and liabilities measured at fair value. 

 

Money Market Funds 

The Company has cash equivalents consisting of short-term money market funds backed by U.S. Treasury securities. The primary objective of these investing activities is to preserve the Company’s capital for the purpose of funding operations. The Company does not enter into money market funds for trading or speculative purposes. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1). 

 

 

Deferred Compensation Plan Assets and Liabilities 

The Company maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for the benefit of certain management employees. The investment funds offered to the participant generally correspond to the funds offered in the Company’s 401(k) plan, and the account balance fluctuates with the investment returns on those funds. The Deferred Compensation Plan permits the deferral of up to 50% of base salary and 100% of compensation received under the Company’s annual incentive plan. The deferrals are held in a separate trust, which has been established by the Company to administer the Deferred Compensation Plan. The assets of the trust are subject to the claims of the Company’s creditors in the event that the Company becomes insolvent. Consequently, the trust qualifies as a grantor trust for income tax purposes (i.e., a “Rabbi Trust”). The liabilities of the Deferred Compensation Plan are presented in other accrued expenses and the assets held by the trust are classified as trading securities within prepaid expenses and other current assets in the accompanying condensed consolidated balance sheets. Changes in deferred compensation are charged to selling and administrative expenses. The fair value is based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level 1). 

 

Deferred Compensation Plan for Non-Employee Directors  

Non-employee directors are eligible to participate in a deferred compensation plan with deferred amounts valued as if invested in the Company’s common stock through the use of phantom stock units (“PSUs”). Under the plan, each participating director’s account is credited with the number of PSUs that is equal to the number of shares of the Company’s common stock which the participant could purchase or receive with the amount of the deferred compensation, based upon the average of the high and low prices of the Company’s common stock on the last trading day of the fiscal quarter when the cash compensation was earned. Dividend equivalents are paid on PSUs at the same rate as dividends on the Company’s common stock and are re-invested in additional PSUs at the next fiscal quarter-end. When the participating director terminates his or her service as a director, the Company will pay the cash value of the deferred compensation to the director (or to the designated beneficiary in the event of death) in annual installments over a five-year or ten-year period, or in a lump sum, at the director’s election. The cash amount payable will be based on the number of PSUs credited to the participating director’s account, valued on the basis of the fair market value at fiscal quarter-end on or following termination of the director’s service and calculated based on the mean of the high and low price of an equivalent number of shares of the Company’s common stock on the last trading day of the fiscal quarter. The plan also provides for earlier payment of a participating director’s account if the board determines that the participant has a demonstrated financial hardship. The accounts of prior participants continue to earn dividend equivalents on the account balance. The liabilities of the plan are based on the fair value of the outstanding PSUs and are presented in other liabilities in the accompanying condensed consolidated balance sheets. Gains and losses resulting from changes in the fair value of the PSUs are reported in selling and administrative expenses in the Company’s condensed consolidated statement of earnings. The fair value of the liabilities is based on an unadjusted quoted market price for the Company’s common stock in an active market with sufficient volume and frequency (Level 1). 

 

Derivative Financial Instruments 

The Company uses derivative financial instruments, primarily foreign exchange contracts, to reduce its exposure to market risks from changes in foreign exchange rates. These foreign exchange contracts are measured at fair value using quoted forward foreign exchange prices from counterparties corroborated by market-based pricing (Level 2). Additional information related to the Company’s derivative financial instruments are disclosed within Note 11 to the condensed consolidated financial statements. 

 

The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at October 27, 2012, October 29, 2011 and January 28, 2012. The Company did not have any transfers between Level 1 and Level 2 during 2011 or the thirty-nine weeks ended October 27, 2012.  

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Impairment Charges 

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers important that could trigger an impairment review include underperformance relative to expected historical or projected future operating results, a significant change in the manner of the use of the asset or a negative industry or economic trend. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more of the aforementioned factors, impairment is measured based on a projected discounted cash flow method. Certain factors, such as estimated store sales and expenses, used for this nonrecurring fair value measurement are considered Level 3 inputs as defined by FASB ASC 820, Fair Value Measurements and Disclosures. Long-lived assets held and used with a carrying amount of $50.7 million were assessed for impairment and written down to their fair value, resulting in impairment charges of  $2.5 million for the thirty-nine weeks ended October 27, 2012. Of the $2.5 million impairment charge, $1.5 million related to the Famous Footwear segment and $1.0 million related to the Specialty Retail segment. Of the $1.5 million related to the Famous Footwear segment, $1.3 million is included in restructuring and other special charges, net, and $0.2 million is included in selling and administrative expenses. Of the $1.0 million related to the Specialty Retail segment, $0.9 million is included in restructuring and other special charges, net, and $0.1 million is included in selling and administrative expenses. 

 

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Fair Value of the Company’s Other Financial Instruments 

The fair values of cash and cash equivalents (excluding money market funds discussed above), receivables, trade accounts payable and borrowings under the revolving credit agreement approximate their carrying values due to the short-term nature of these instruments.

 

The Company’s Senior Notes fair value was based upon quoted prices in an inactive market as of the end of the respective periods (Level 2).

 

 

 

The Company’s effective tax rate can vary considerably from period to period, depending on a number of factors. The primary driver of this volatility is the relative mix of domestic and international earnings. Domestic earnings generally carry higher tax rates, while international earnings generally carry lower rates. The Company’s consolidated effective tax rate was 31.9% for the third quarter of 2012, compared to 31.7% for the third quarter of last year.  For the first nine months of 2012, the Company’s consolidated effective rate was 31.6%, as compared to 32.0% in the prior year. 

  

 

 

 

Hongguo International Holdings 

The Company entered into a joint venture agreement with a subsidiary of Hongguo International Holdings Limited (“Hongguo”) to market Naturalizer footwear in China in 2007. The Company is a 51% owner of the joint venture (“B&H Footwear”), with Hongguo owning the other 49%. B&H Footwear began operations in 2007 and distributes the Naturalizer brand in department store shops and free-standing stores in several of China’s largest cities. In addition, B&H Footwear sells Naturalizer footwear to Hongguo on a wholesale basis. Hongguo then sells Naturalizer products through retail stores in China. During the thirteen weeks and thirty-nine weeks ended October 27, 2012, the Company, through its consolidated subsidiary, B&H Footwear, sold $2.4 million and $5.0 million of Naturalizer footwear on a wholesale basis to Hongguo, with $1.9 million and $3.8 million in corresponding sales during the thirteen weeks and thirty-nine weeks ended October 29, 2011, respectively.

  

 

 

Environmental Remediation 

Prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future. The Company is involved in environmental remediation and ongoing compliance activities at several sites and has been notified that it is or may be a potentially responsible party at several other sites. 

 

Redfield 

The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (the “Redfield site” or, when referring to remediation activities at or under the facility, the “on-site remediation”) and residential neighborhoods adjacent to and near the property (the “off-site remediation”) that have been affected by solvents previously used at the facility. The on-site remediation calls for the operation of a pump and treat system (which prevents migration of contaminated groundwater off the property) as the final remedy for the site, subject to monitoring and periodic review of the on-site conditions and other remedial technologies that may be developed in the future. Off-site groundwater concentrations have been reducing over time, since installation of the pump and treat system in 2000 and injection of clean water beginning in 2003. However, localized areas of contaminated bedrock just beyond the property line continue to impact off-site groundwater. The modified workplan for addressing this condition includes converting the off-site bioremediation system into a monitoring well network and employing different remediation methods in these recalcitrant areas. In accordance with the workplan, a pilot test was conducted of certain groundwater remediation methods and the results of that test were used to develop more detailed plans for remedial activities in the off-site areas, which were approved by the authorities and are being implemented in a phased manner. The results of groundwater monitoring are being used to evaluate the effectiveness of these activities. The Company’s most recent proposed expanded remedy workplan was approved by the Colorado authorities, and the Company is implementing that workplan. The liability for the on-site remediation was discounted at 4.8%. On an undiscounted basis, the on-site remediation liability would be $16.1 million as of October 27, 2012. The Company expects to spend approximately $0.2 million in each of the next five years and $15.1 million in the aggregate thereafter related to the on-site remediation.  

 

The cumulative expenditures for both on-site and off-site remediation through October 27, 2012 are $25.5 million. The Company has recovered a portion of these expenditures from insurers and other third parties. The reserve for the anticipated future remediation activities at October 27, 2012, was $7.8 million, of which $0.7 million is included in other accrued expenses and $7.1 million is included in other liabilities. Of the total $7.8 million reserve, $4.9 million is for on-site remediation and $2.9 million is for off-site remediation. During the thirteen weeks and thirty-nine weeks ended October 27, 2012 and October 29, 2011, other than the accretion of interest expense, the Company recorded an immaterial amount of expense related to the remediation. 

 

Other 

The Company has completed its remediation efforts at its closed New York tannery and two associated landfills. In 1995, state environmental authorities reclassified the status of these sites as being properly closed and requiring only continued maintenance and monitoring through 2024. The Company has an accrued liability of $1.6 million at October 27, 2012, related to these sites, which has been discounted at 6.4%. On an undiscounted basis, this liability would be $2.1 million. The Company expects to spend approximately $0.2 million in each of the next five years and $1.1 million in the aggregate thereafter related to these sites. In addition, various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other sites. However, the Company does not currently believe that its liability for such sites, if any, would be material. 

 

Based on information currently available, the Company has an accrued liability of $9.4 million as of October 27, 2012 to complete the cleanup, maintenance and monitoring at all sites. Of the $9.4 million liability, $0.9 million is included in other accrued expenses and $8.5 million is included in other liabilities. The Company continues to evaluate its estimated costs in conjunction with its environmental consultants and records its best estimate of such liabilities. However, future actions and the associated costs are subject to oversight and approval of various governmental authorities. Accordingly, the ultimate costs may vary, and it is possible costs may exceed the recorded amounts. 

 

Litigation 

 

Etienne Aigner License Termination 

During the second quarter of 2012, the Company terminated the Etienne Aigner license agreement, due to a dispute with the licensor. The term of the former license agreement extended through 2018. The former license agreement would have required guaranteed minimum royalty payments to the licensor of an additional $20.9 million between July 12, 2012 and contract expiration in 2018. The licensor has disputed the basis on which the Company terminated the former license agreement, which has resulted in the parties seeking binding arbitration of their dispute. On October 8, 2012, the Company instituted the arbitration proceedings alleging that the licensor breached the license agreement and is seeking damages. On October 19, 2012, the licensor responded by denying the Company’s allegations, asserting its own claims for breach of the license agreement and is seeking damages. No date for the hearing on the parties’ respective claims has been set. Due to the early stage of the proceedings, the ultimate outcome is uncertain and the Company has not recorded a liability or receivable for this matter. 

 

The Company is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending is not expected to have a material adverse effect on the Company’s results of operations or financial position. All legal costs associated with litigation are expensed as incurred. 

 

Other 

In 2004, the Company was notified of the insolvency of an insurance company that insured the Company for workers’ compensation and casualty losses from 1973 to 1989. That company is now in liquidation. Certain claims from that time period are still outstanding, for which the Company has an accrued liability of $1.4 million as of October 27, 2012. While management believes it has an appropriate reserve for this matter, the ultimate outcome and cost to the Company may vary.

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Brown Shoe Company, Inc. issued senior notes, which are fully and unconditionally and jointly and severally guaranteed by all of its existing and future subsidiaries that are guarantors under its existing Credit Agreement. See Note 10 to the condensed consolidated financial statements for additional information related to our long-term and short-term financing arrangements. The following table presents the condensed consolidating financial information for each of Brown Shoe Company, Inc. (“Parent”), the guarantors and subsidiaries of the Parent that are not guarantors (the “Non-Guarantors”), together with consolidating eliminations, as of and for the periods indicated.  

 

The condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes that the information, presented in lieu of complete financial statements for each of the guarantors, provides meaningful information to allow investors to determine the nature of the assets held by, and operations and cash flows of, each of the consolidated groups. 

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Our third quarter 2012 results reflect a solid back-to-school selling season and record third quarter net sales for our Famous Footwear segment.  We experienced improvements in net sales, gross profit and gross profit rate resulting in an increase in the third quarter operating earnings. We have also utilized our strong operating cash flow to reduce borrowings under our revolving credit agreement. 

  

The following is a summary of the financial highlights for the third quarter of 2012:   

 

 

 

 

The following items impacted our third quarter results in 2012 and 2011 and should be considered in evaluating the comparability of our results: 

 

 

Our debt-to-capital ratio, as defined herein, decreased to 41.7% at October 27, 2012, compared to 50.1% at October 29, 2011, primarily due to the $112.0 million decrease in borrowings under our revolving credit agreement driven by our strong financial performance and resulting cash provided by operating activities. Our debt-to-capital ratio decreased from 49.1% at January 28, 2012 reflecting our $91.0 million decrease in borrowings under our revolving credit agreement, driven by our strong cash provided by operating activities. Our current ratio, as defined herein, was 1.70 to 1 at October 27, 2012, compared to 1.50 to 1 at October 29, 2011 and 1.55 to 1 at January 28, 2012. Inventories at October 27, 2012 were $539.4 million, down from $580.2 million at the end of the third quarter of last year, driven by the effective inventory management and a lower retail store count. 

 

Outlook for the Remainder of 2012 

We are optimistic about our ability to successfully execute on our remaining portfolio realignment efforts and drive improvement in our ongoing business. We expect to earn $0.55 to $0.59 per diluted share in 2012, which includes pre-tax costs of approximately $34 million, or $0.51 per diluted share, related to our portfolio realignment efforts, organizational changes and ASG integration costs. 

 

Following are the consolidated results and the results by segment: 

 

 

 

Net Sales 

Net sales increased $18.4 million, or 2.6%, to $732.2 million for the third quarter of 2012, compared to $713.8 million for the third quarter of last year. Net sales of our Famous Footwear segment increased, while net sales at our Specialty Retail and Wholesale Operations segments decreased slightly. Our Famous Footwear segment reported a $20.6 million increase in net sales, which reflects a same-store sales increase of 6.8%, during the third quarter of 2012. Famous Footwear experienced increases in conversion rate, customer traffic levels and average retail price. The net sales of our Specialty Retail segment decreased $1.2 million, reflecting a lower store count and a decrease in sales at Shoes.com, partially offset by an increase in same-store sales of 8.4% and an improvement in the Canadian dollar exchange rate. Our Wholesale Operations segment reported a $1.0 million decrease in net sales, primarily attributable to lower sales of our exited brands and our Avia division, partially offset by increases in our Dr. Scholl’s Shoes, Fergie, LifeStride, Sam Edelman, Rykä, Vince, Nevados and Franco Sarto divisions.  

 

Net sales increased $4.0 million, or 0.2%, to $1,957.9 million for the thirty-nine weeks ended October 27, 2012, compared to $1,953.9 million for the thirty-nine weeks ended October 29, 2011. Net sales of our Famous Footwear segment increased, while net sales of our Wholesale Operations and Specialty Retail segments decreased. Our Famous Footwear segment reported a $30.3 million increase in net sales, which reflects a same-store sales increase of 4.6% during the thirty-nine weeks ended October 27, 2012. Famous Footwear experienced a higher average retail price, an improvement in customer traffic levels and an increase in the conversion rate. Our Wholesale Operations segment reported a $15.1 million decrease in net sales primarily attributable to lower sales of our exited brands and our Avia division, partially offset by increases in our Sam Edelman, Fergie, Franco Sarto, LifeStride and Rykä divisions. The net sales of our Specialty Retail segment decreased $11.4 million, reflecting a lower store count, a decrease in sales at Shoes.com and a decline in the Canadian dollar exchange rate, partially offset by an increase in our same-store sales of 3.2%.  

 

Same-store sales changes are calculated by comparing the sales in stores that have been open at least 13 months, including our applicable e-commerce websites. Relocated stores are treated as new stores, and closed stores are excluded from the calculation. Sales change from new and closed stores, net, reflects the change in net sales due to stores that have been opened or closed during the period and are thereby excluded from the same-store sales calculation.  

 

Gross Profit 

Gross profit increased $9.3 million, or 3.4%, to $285.8 million for the third quarter of 2012, compared to $276.5 million for the third quarter of last year, driven by our Famous Footwear division, which experienced higher net sales. As a percent of net sales, our gross profit increased to 39.0% for the third quarter of 2012 from 38.7% for the third quarter of last year. The increase in gross profit rate was primarily due to a higher mix of retail sales. Retail and Wholesale Operations net sales were 68% and 32%, respectively, in the third quarter of 2012, compared to 67% and 33% in the third quarter of 2011. Gross profit rates in our retail businesses are higher, on average, than in our wholesale business. 

 

Gross profit increased $0.6 million, or 0.1%, to $758.7 million for the thirty-nine weeks ended October 27, 2012, compared to $758.1 million for the thirty-nine weeks ended October 29, 2011, due to our Famous Footwear division, which experienced both higher net sales and gross profit. As a percent of net sales, our gross profit decreased to 38.7% for the first nine months of 2012 from 38.8% for the first nine months of last year. The reduction in gross profit rate was primarily due to higher inventory markdowns in our Wholesale Operations segment. 

 

We classify warehousing, distribution, sourcing and other inventory procurement costs in selling and administrative expenses. Accordingly, our gross profit and selling and administrative expense rates, as a percentage of net sales, may not be comparable to other companies. 

 

Selling and Administrative Expenses 

Selling and administrative expenses increased $3.0 million, or 1.2%, to $242.4 million for the third quarter of 2012, compared to $239.4 million in the third quarter of last year. The increase was primarily related to higher incentive plan costs of $6.3 million due to higher expected payouts under both our cash and stock-based plans and a shift in marketing efforts from the second quarter into the third quarter, partially offset by decreases in merchandising, facilities and direct selling expenses reflecting our portfolio realignment efforts and a lower store count. As a percent of net sales, selling and administrative expenses decreased to 33.1% for the third quarter of 2012 from 33.5% for the third quarter of last year, reflecting better leveraging of our expense base. 

 

Selling and administrative expenses decreased $27.1 million, or 3.8%, to $680.5 million for first nine months of 2012, compared to $707.6 million in the first nine months of last year. The decrease was primarily related to decreases in marketing, selling and facilities expenses, reflecting our portfolio realignment efforts and a lower store count, partially offset by higher incentive plan costs due to higher expected payouts under both our cash and stock-based plans. As a percent of net sales, selling and administrative expenses decreased to 34.7% for first nine months of 2012 from 36.2% for the first nine months of last year, reflecting the factors discussed above. 

 

Restructuring and Other Special Charges, Net 

We recorded restructuring and other special charges, net, of $2.3 million for the third quarter of 2012, related to our portfolio realignment efforts. We recorded restructuring and other special charges, net, of $4.7 million for the third quarter of last year, related to our portfolio realignment efforts and the integration of ASG. See Note 5 to the condensed consolidated financial statements for additional information. 

 

We recorded restructuring and other special charges, net, of $21.3 million for the first nine months of 2012, related to our portfolio realignment efforts, organizational changes and integration of ASG. We recorded restructuring and other special charges, net, of $7.1 million for the first nine months of last year, related to our portfolio realignment efforts and the acquisition and integration of ASG. See Note 5 to the condensed consolidated financial statements for additional information. 

 

Impairment of Intangible Assets 

During the second quarter of 2012, the Company terminated the Etienne Aigner license agreement, due to a dispute with the licensor. In conjunction with the termination, the Company recognized an impairment charge of $5.8 million to reduce the remaining unamortized value of the licensed trademark intangible asset to zero. See Note 15 to the condensed consolidated financial statements for additional information. 

 

Operating Earnings 

Operating earnings increased $8.7 million, or 27.1%, to $41.1 million for the third quarter of 2012, compared to $32.4 million for the third quarter of last year, driven by an increase in net sales, a higher gross profit rate and a decrease in restructuring and other special charges, net, partially offset by an increase in selling and administrative expenses, as described above.  

 

Operating earnings increased $7.7 million, or 17.6%, to $51.1 million in the first nine months of 2012, compared to $43.4 million during the first nine months of last year, primarily driven by a decrease in selling and administrative expenses, partially offset by an increase in restructuring and other special charges, net, and impairment of intangible assets, as described above. 

 

Interest Expense 

Interest expense decreased $1.2 million, or 17.5%, to $5.5 million for the third quarter of 2012, compared to $6.7 million for the third quarter of last year, primarily reflecting lower average borrowings under our revolving credit agreement. 

 

Interest expense decreased $2.4 million, or 12.4%, to $17.4 million for the first nine months of 2012, compared to $19.8 million for the first nine months of last year, primarily reflecting the same factor noted above for the third quarter of 2012. 

 

Loss on Early Extinguishment of Debt 

During the second quarter of 2011, the Company completed a cash tender offer for the 2012 Senior Notes and called for redemption and repaid the remaining notes that were not tendered. The Company incurred a loss on early extinguishment costs to retire the 2012 Senior Notes prior to maturity totaling $1.0 million, of which approximately $0.6 million was non-cash. 

 

Income Tax Provision 

Our effective tax rate can vary considerably from period to period, depending on a number of factors. The primary driver of this volatility is the relative mix of domestic and international earnings. Domestic earnings generally carry higher tax rates, while international earnings generally carry lower rates. Our consolidated effective tax rate was 31.9% for the third quarter of 2012, which is comparable to our third quarter of 2011 rate of 31.7%. For the first nine months of 2012, our consolidated effective rate was 31.6%, which is comparable to 32.0% in the prior year.  

 

Net Earnings from Continuing Operations 

We reported net earnings from continuing operations of $24.3 million in the third quarter of 2012, compared to $17.6 million in the third quarter of last year, as a result of the factors described above. 

 

We reported net earnings from continuing operations of $23.2 million in the first nine months of 2012, compared to $15.5 million in the first nine months of last year, as a result of the factors described above. 

 

Net Earnings from Discontinued Operations 

During 2011, we sold TBMC, which markets and sells footwear bearing the AND 1 brand name. As such, the third quarter and first nine months of 2011 operations of TBMC are reported as discontinued operations. 

 

Net Earnings Attributable to Brown Shoe Company, Inc. 

We reported net earnings attributable to Brown Shoe Company, Inc. of $24.3 million and $23.5 million during the third quarter and first nine months of 2012, respectively, compared to $33.7 million and $32.8 million during the third quarter and first nine months of last year, respectively, as a result of the factors described above. 

 

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Net Sales 

Net sales increased $20.6 million, or 4.9%, to $436.8 million for the third quarter of 2012, compared to $416.2 million for the third quarter of last year. Same-store sales, including e-commerce, increased 6.8% during the third quarter of 2012, primarily due to increases in our conversion rate, customer traffic levels and average retail price. Boat shoes, running shoes and accessories were contributors to the increase in net sales. During the third quarter of 2012, we opened 18 new stores and closed 11 stores, resulting in 1,061 stores and total square footage of 7.2 million at the end of the third quarter of 2012, compared to 1,121 stores and total square footage of 7.7 million at the end of the third quarter of last year. Sales per square foot, excluding e-commerce, increased 10.3% to $58 in the third quarter of 2012, compared to $53 in the third quarter of last year. Members of our customer loyalty program, Rewards, continue to account for a majority of the segment’s sales, as approximately 71% of our net sales were made to members of our Rewards program in the third quarter of 2012 compared to approximately 63% in the third quarter of 2011. 

 

Net sales increased $30.3 million, or 2.7%, to $1,134.2 million for the first nine months of 2012, compared to $1,103.9 million for the first nine months of last year. Same-store sales, including e-commerce, increased 4.6% during the first nine months of 2012, reflecting a higher average retail price, an improvement in customer traffic levels and an increase in the conversion rate. Sales per square foot, excluding e-commerce, increased 7.4% to $151, compared to $141 in the first nine months of last year. 

 

Gross Profit 

Gross profit increased $8.4 million, or 4.7%, to $186.7 million for the third quarter of 2012, compared to $178.3 million for the third quarter of last year, due primarily to the increase in net sales. As a percent of net sales, our gross profit was 42.7% for the third quarter of 2012, which is comparable to 42.8% for the third quarter of last year.  

 

Gross profit increased $14.7 million, or 3.1%, to $498.7 million for the first nine months of 2012, compared to $484.0 million for the first nine months of last year, due primarily to the increase in net sales. As a percent of net sales, our gross profit was 44.0% for the first nine months of 2012, compared to 43.8% for the first nine months of last year. The increase in our gross profit rate was primarily driven by lower markdowns. 

 

Selling and Administrative Expenses 

Selling and administrative expenses increased $0.9 million, or 0.6%, to $150.8 million for the third quarter of 2012, compared to $149.9 million for the third quarter of last year. The increase was primarily attributable to a shift in marketing efforts from the second quarter to the third quarter and higher incentive plan costs due to higher expected payouts under both our cash and stock-based plans, partially offset by lower retail facility and direct selling costs due to our lower store count. As a percent of net sales, selling and administrative expenses decreased to 34.5% for the third quarter of 2012, compared to 36.0% for the third quarter of last year. 

 

Selling and administrative expenses decreased $12.7 million, or 2.9%, to $416.6 million for the first nine months of 2012, compared to $429.3 million for the first nine months of last year, primarily due to lower retail facility and direct selling costs, both due to our lower store count, and lower marketing expenses, all partially offset by higher incentive plan costs due to higher expected payouts under both our cash and stock-based plans. As a percent of net sales, selling and administrative expenses decreased to 36.7% for the first nine months of 2012, compared to 38.8% for first nine months of last year. 

 

Restructuring and Other Special Charges, Net 

We incurred restructuring and other special charges, net, of $0.4 million and $7.7 million for the third quarter and first nine months of 2012, respectively, as a result of our portfolio realignment efforts, which included the closure of a distribution center and the closure or relocation of underperforming stores. We did not incur corresponding charges related to our portfolio realignment efforts in the third quarter and first nine months of last year. 

 

Operating Earnings  

Operating earnings increased $7.1 million, or 25.2%, to $35.5 million for the third quarter of 2012, compared to $28.4 million for the third quarter of last year. The increase was primarily due to an increase in net sales and resulting gross profit, as described above. As a percent of net sales, operating earnings improved to 8.1% for the third quarter of 2012, compared to 6.8% for the third quarter of last year. 

 

Operating earnings increased $19.7 million, or 36.1%, to $74.4 million for the first nine months of 2012, compared to $54.7 million in the first nine months of last year primarily due to an increase in net sales and resulting gross profit and a decrease in selling and administrative expenses, partially offset by restructuring and other special charges, net, as described above. As a percent of net sales, operating earnings increased to 6.6% in the first nine months of 2012, compared to 5.0% in the first nine months of last year. 

 

 

 

 

 

 

 

 

 

 

 

 

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Net Sales 

Net sales decreased $1.0 million, or 0.4%, to $232.6 million for the third quarter of 2012, compared to $233.6 million for the third quarter of last year. The decrease was primarily attributable to lower sales of our exited brands and our Avia division, partially offset by increases in our Dr. Scholl’s Shoes, Fergie, LifeStride, Sam Edelman, Rykä, Vince, Nevados and Franco Sarto divisions. Our unfilled order position decreased $15.4 million, or 4.4%, to $337.0 million as of October 27, 2012, as compared to $352.4 million as of October 29, 2011 primarily due to the brands that we are exiting.  

 

Net sales decreased $15.1 million, or 2.3%, to $650.7 million for the first nine months of 2012, compared to $665.8 million for the first nine months of last year. The decrease was primarily attributable to lower sales of our exited brands and our Avia division, partially offset by increases in our Sam Edelman, Fergie, Franco Sarto, LifeStride and Ryka divisions.  

 

Gross Profit 

Gross profit increased $0.9 million, or 1.2%, to $71.2 million for the third quarter of 2012, compared to $70.3 million for the third quarter of last year, primarily due to increased sales of higher margin footwear and the elimination or reduction of sales from our lower margin brands that we are exiting. As a percent of net sales, our gross profit increased to 30.6% for the third quarter of 2012 from 30.1% for the third quarter of last year, reflecting improved sales mix of higher margin footwear and lower air freight costs. In addition, in 2011, our results were negatively impacted by higher allowances and customer chargebacks related to the stabilization of our ERP platform, with minimal impact on the third quarter of 2012. 

 

Gross profit decreased $9.2 million, or 4.7%, to $187.5 million for the first nine months of 2012, compared to $196.7 million for the first nine months of last year, reflecting lower sales and lower gross profit rate due in part to higher markdowns. As a percent of net sales, our gross profit decreased to 28.8% for the first nine months of 2012 from 29.5% for the first nine months of last year, reflecting higher markdowns.  

 

Selling and Administrative Expenses 

Selling and administrative expenses decreased $2.8 million, or 5.1%, to $54.3 million for the third quarter of 2012, compared to $57.1 million for the third quarter of last year, driven in part by our lower cost structure resulting from exiting certain brands under our portfolio realignment efforts, partially offset by an increase in anticipated payments under our cash and stock-based incentive plans. As a percent of net sales, selling and administrative expenses decreased to 23.3% for the third quarter of 2012, compared to 24.5% for the third quarter of last year, reflecting the above named factors. 

 

Selling and administrative expenses decreased $14.5 million, or 8.3%, to $160.1 million for the first nine months of 2012, compared to $174.6 million for the first nine months of last year, due in part to our lower cost structure resulting from exiting certain brands under our portfolio realignment efforts and a decrease in our marketing expenses, partially offset by an increase in anticipated payments under our cash and stock-based incentive plans. As a percent of net sales, selling and administrative expenses decreased to 24.6% for the first nine months of 2012, compared to 26.2% for the first nine months of last year, reflecting the above named factors. 

 

Restructuring and Other Special Charges, Net 

We incurred restructuring and other special charges, net, of $1.5 million and $6.8 million during the third quarter and first nine months of 2012, respectively, as a result of our portfolio realignment initiatives and ASG integration costs. Our portfolio realignment efforts include the exit of certain brands, the closure of a distribution center and the closure of certain facilities in China. We incurred restructuring and other special charges, net, of $3.6 million during both the third quarter and first nine months of 2011 related to our portfolio realignment efforts. 

  

Impairment of Intangible Assets 

During the second quarter of 2012, the Company terminated the Etienne Aigner license agreement due to a dispute with the licensor. In conjunction with the termination, the Company recognized an impairment charge of $5.8 million to reduce the remaining unamortized value of the licensed trademark intangible asset to zero.  

 

Operating Earnings 

Operating earnings increased $5.8 million to $15.4 million for the third quarter of 2012, compared to $9.6 million for the third quarter of last year. The increase was primarily driven by lower selling and administrative expenses and restructuring and other special charges, net, and an increase in gross profit rate. As a percent of net sales, operating earnings increased to 6.6% for the third quarter of 2012, compared to 4.1% for operating earnings in the third quarter of last year. 

 

Operating earnings decreased $3.7 million to $14.8 million for the first nine months of 2012, compared to $18.5 million for the first nine months of last year. The decrease was primarily driven by lower sales, a lower gross profit rate, impairment of intangible assets and an increase in restructuring and other special charges, net, partially offset by the decrease in selling and administrative expenses. As a percent of net sales, operating earnings are 2.3% for the first nine months of 2012, compared to 2.8% for operating earnings in the first nine months of last year. 

 

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Net Sales 

Net sales decreased $1.2 million, or 1.8%, to $62.8 million for the third quarter of 2012, compared to $64.0 million for the third quarter of last year. The decrease in net sales reflects a lower store count due to our exited businesses, as part of our portfolio realignment efforts, and a decrease in sales at Shoes.com, partially offset by an increase in same-store sales, including applicable e-commerce sites, of 8.4% and an improvement in the Canadian dollar exchange rate. Shoes.com experienced a decrease in net sales of $1.6 million. Our increase in same-store sales was driven by an increase in the customer conversion rate, higher customer traffic levels and higher pairs per transaction, partially offset by a decrease in average retail price. We opened 10 new retail stores and closed 11 during the third quarter of 2012, resulting in a total of 223 stores (including 22 Naturalizer stores in China) and total square footage of 0.4 million at the end of the third quarter of 2012, compared to 242 stores (including 17 Naturalizer stores in China) and total square footage of 0.4 million at the end of the third quarter of last year. As a result of these factors, sales per square foot, excluding e-commerce, increased 9.5% to $109 for the third quarter of 2012, compared to $100 for the third quarter of last year.  

 

Net sales decreased $11.4 million, or 6.2%, to $172.9 million for the first nine months of 2012, compared to $184.3 million for the first nine months of last year. The decrease in net sales reflects our lower store count due to our exited businesses, as part of our portfolio realignment efforts, a decrease in Shoes.com and a decline in the Canadian dollar exchange rate, partially offset by an increase in our same-store sales. Shoes.com experienced a decrease in net sales of $3.3 million. Overall, our same-store sales, including applicable e-commerce sites, increased 3.2% as we experienced an increase in customer conversion and pairs per transaction, partially offset by a decrease in customer traffic. As a result of these factors, sales per square foot, excluding e-commerce, increased 1.4% to $297 for the first nine months of 2012, compared to $293 for the first nine months of last year.  

 

Gross Profit 

Gross profit increased $0.1 million, or 0.3%, to $28.0 million for the third quarter of 2012, compared to $27.9 million for the third quarter of last year, primarily reflecting lower markdowns. As a percent of net sales, our gross profit increased to 44.5% for the third quarter of 2012 from 43.6% for the third quarter of last year. The increase in our overall rate was primarily driven by lower markdowns.  

 

Gross profit decreased $5.0 million, or 6.4%, to $72.5 million for the first nine months of 2012, compared to $77.5 million for the first nine months of last year, primarily reflecting the decline in net sales. As a percent of net sales, our gross profit was 41.9% for the first nine months of 2012, which is comparable to 42.0% for the first nine months of last year.  

 

Selling and Administrative Expenses 

Selling and administrative expenses decreased $1.9 million, or 6.9%, to $25.9 million for the third quarter of 2012, compared to $27.8 million for the third quarter of last year, reflecting lower facility and employee expenses, due to a lower store count. As a percent of net sales, selling and administrative expenses decreased to 41.3% for the third quarter of 2012, compared to 43.5% for the third quarter of last year, reflecting the above named factors. 

 

Selling and administrative expenses decreased $7.7 million, or 9.2%, to $76.5 million for the first nine months of 2012, compared to $84.2 million for the first nine months of last year, reflecting lower facility and employee expenses, due to a lower store count, and a reduction in marketing expenses. As a percent of net sales, selling and administrative expenses decreased to 44.2% for the first nine months of 2012, compared to 45.6% for the first nine months of last year, reflecting the above named factors. 

 

Restructuring and Other Special Charges, Net 

We incurred restructuring and other special charges, net, of $0.3 million and $3.6 million during the third quarter and first nine months of 2012, respectively, as a result of our portfolio realignment efforts, which included costs to close our Via Spiga and FX LaSalle retail stores. We did not incur corresponding charges in the first nine months of last year.  

 

Operating Earnings (Loss) 

Specialty Retail reported operating earnings of $1.8 million for the third quarter of 2012, compared to $0.1 million for the third quarter of last year, primarily due to the reduction in selling and administrative expenses, partially offset by an increase in restructuring and other special charges, net, as discussed above. 

 

Specialty Retail reported an operating loss of $7.6 million for the first nine months of 2012, compared to an operating loss of $6.7 million for the first nine months of last year, primarily due to the restructuring and other special charges, net, incurred in 2012, lower net sales and resulting gross profit, partially offset by a decline in selling and administrative expenses, as discussed above. 

 

 

 

The Other segment includes unallocated corporate administrative expenses and other costs and recoveries. The segment reported costs of $11.6 million for the third quarter of 2012, compared to costs of $5.6 million for the third quarter of last year.  

 

Factors impacting the $6.0 million increase are as follows: 

 

 

The Other segment includes unallocated corporate administrative expenses and other costs and recoveries. The segment reported costs of $30.5 million for the first nine months of 2012, compared to costs of $23.0 million for the first nine months of last year.  

 

Factors impacting the $7.5 million increase include: 

 

 

 

 

Borrowings 

 

 

Total debt obligations decreased $111.8 million to $308.8 million at October 27, 2012, compared to $420.6 million at October 29, 2011, and decreased $90.8 million from $399.6 million at January 28, 2012 due to lower borrowings under our revolving credit agreement, resulting from strong cash provided by operating activities. As a result of the lower average borrowings under our revolving credit agreement, interest expense for the third quarter of 2012 decreased $1.2 million to $5.5 million, compared to $6.7 million for the third quarter of last year. Interest expense in the first nine months of 2012 decreased $2.4 million to $17.4 million, compared to $19.8 million in the first nine months of last year primarily due to the above described factors. 

 

Credit Agreement 

On January 7, 2011, Brown Shoe Company, Inc. and certain of our subsidiaries (the “Loan Parties”) entered into a Third Amended and Restated Credit Agreement, which was further amended on February 17, 2011 (as so amended, the “Credit Agreement”). The Credit Agreement matures on January 7, 2016 and provides for a revolving credit facility in an aggregate amount of up to $530.0 million (effective February 17, 2011), subject to the calculated borrowing base restrictions, and provides for an increase at our option of up to $150.0 million from time to time during the term of the Credit Agreement (the “general purpose accordion feature”) subject to satisfaction of certain conditions and the willingness of existing or new lenders to assume the increase. 

 

Borrowing availability under the Credit Agreement is limited to the lesser of the total commitments and the borrowing base, which is based on stated percentages of the sum of eligible accounts receivable and inventory, as defined, less applicable reserves. Under the Credit Agreement, the Loan Parties’ obligations are secured by a first-priority security interest in all accounts receivable, inventory and certain other collateral. 

 

Interest on borrowings is at variable rates based on the London Inter-Bank Offered Rate (“LIBOR”) or the prime rate, as defined in the Credit Agreement, plus a spread. The interest rate and fees for letters of credit vary based upon the level of excess availability under the Credit Agreement. There is an unused line fee payable on the unused portion under the facility and a letter of credit fee payable on the outstanding face amount under letters of credit. 

  

The Credit Agreement limits our ability to incur additional indebtedness, create liens, make investments or specified payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. In addition, certain additional covenants would be triggered if excess availability were to fall below specified levels, including fixed charge coverage ratio requirements. Furthermore, if excess availability falls below the greater of (i) 15.0% of the lesser of (x) the borrowing base or (y) the total commitments and (ii) $35.0 million for three consecutive business days, or an event of default occurs, the lenders may assume dominion and control over our cash (a “cash dominion event”) until such event of default is cured or waived or the excess availability exceeds such amount for 30 consecutive days. 

  

The Credit Agreement contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other material indebtedness, certain events of bankruptcy and insolvency, judgment defaults in excess of a certain threshold, the failure of any guaranty or security document supporting the agreement to be in full force and effect and a change of control event. In addition, if the excess availability falls below the greater of (i) 12.5% of the lesser of (x) the borrowing base or (y) the total commitments and (ii) $35.0 million, and the fixed charge coverage ratio is less than 1.0 to 1.0, we would be in default under the Credit Agreement. The Credit Agreement also contains certain other covenants and restrictions. We were in compliance with all covenants and restrictions under the Credit Agreement as of October 27, 2012. 

 

At October 27, 2012, we had $110.0 million in borrowings outstanding and $8.8 million in letters of credit outstanding under the Credit Agreement. Total additional borrowing availability was $380.9 million at October 27, 2012.   

 

We believe that borrowing capacity under our Credit Agreement will be adequate to meet our expected operational needs and capital expenditure plans and provide liquidity for potential acquisitions. 

 

$200 Million Senior Notes Due 2019 

On May 11, 2011, we closed on an offering (the “Offering”) of $200.0 million aggregate principal amount of 7.125% Senior Notes due 2019 (the “2019 Senior Notes”). We used a portion of the net proceeds to call and redeem the outstanding 8.75% senior notes due in 2012 (the “2012 Senior Notes”). We used the remaining net proceeds for general corporate purposes, including repaying amounts outstanding under the Credit Agreement. 

 

The 2019 Senior Notes are guaranteed on a senior unsecured basis by each of our subsidiaries that is an obligor under the Credit Agreement. Interest on the 2019 Senior Notes is payable on May 15 and November 15 of each year. The 2019 Senior Notes mature on May 15, 2019. Prior to May 15, 2014, we may redeem some or all of the 2019 Senior Notes at a redemption price equal to the sum of the principal amount of the 2019 Senior Notes to be redeemed, plus accrued and unpaid interest, plus a “make whole” premium.  After May 15, 2014, we may redeem all or a part of the 2019 Senior Notes at the redemption prices (expressed as a percentage of principal amount) set forth below plus accrued and unpaid interest, if redeemed during the 12-month period beginning on May 15 of the years indicated below: 

 

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In addition, prior to May 15, 2014, we may redeem up to 35% of the 2019 Senior Notes with the proceeds from certain equity offerings at a redemption price of 107.125% of the principal amount of the 2019 Senior Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to the redemption date. 

 

The 2019 Senior Notes also contain certain other covenants and restrictions that limit certain activities including, among other things, levels of indebtedness, payments of dividends, the guarantee or pledge of assets, certain investments, common stock repurchases, mergers and acquisitions and sales of assets. As of October 27, 2012, we were in compliance with all covenants and restrictions relating to the 2019 Senior Notes. 

 

Sale of TBMC 

On October 25, 2011, we sold TBMC to Galaxy International for $55.4 million in cash, which resulted in a pre-tax gain of $21.6 million for the third quarter of 2011. We utilized the proceeds from the sale to reduce the outstanding borrowings under our revolving credit agreement. See Note 3 to the condensed consolidated financial statements for additional information. 

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Reasons for the major variances in cash provided (used) in the table above are as follows: 

 

Cash provided by operating activities was $130.9 million higher in the first nine months of 2012 as compared to 2011, reflecting the following factors: 

 

Cash used for investing activities was lower by $79.6 million primarily due to the acquisition of ASG and subsequent sale of TBMC both in the first nine months of 2011. The aggregate purchase price for ASG was $156.6 million in cash. In addition, we sold TBMC during the third quarter of 2011 for $55.4 million. See Note 3 of the condensed consolidated financial statements for more information about the ASG acquisition and disposition of TBMC.  Purchases of property and equipment were higher in the first nine months of 2012, as compared to the same period in 2011, primarily due to remodeling our Famous Footwear stores. In addition, during the third quarter of 2012 we acquired a tradename for $5.0 million. We expect purchases of property and equipment and capitalized software of approximately $63 million to $65 million in 2012, primarily related to remodeled and new stores and general infrastructure. 

 

Cash used for financing activities was higher by $132.9 million primarily due to repayments, net of borrowings, under our revolving credit agreement in the first nine months of both 2012 and 2011 reflecting our strong operating cash flows during 2012 and the refinancing of our senior notes, partially offset by the acquisition of treasury stock in the first nine months of 2011. 

 

A summary of key financial data and ratios at the dates indicated is as follows:

 

Working capital at October 27, 2012, was $310.0 million, which is $19.4 million higher than at January 28, 2012 and $36.8 million higher than at October 29, 2011. Our current ratio increased to 1.70 to 1 as of October 27, 2012 compared to 1.55 to 1 at January 28, 2012 and increased compared to 1.50 to 1 at October 29, 2011. The increase compared to January 28, 2012 was primarily attributable to lower borrowings under our revolving credit agreement, partially offset by decreases in inventories, prepaid and other current assets and accounts receivable, and an increase in accrued expenses. The increase compared to October 29, 2011 was primarily attributable to lower borrowings under our revolving credit agreement, partially offset by lower inventories and accounts receivable and higher accrued expenses and trade accounts payable. Our debt-to-capital ratio was 41.7% as of October 27, 2012, compared to 49.1% as of January 28, 2012 and 50.1% as of October 29, 2011. The decrease in our debt-to-capital ratio from January 28, 2012 and October 29, 2011, is primarily due to lower borrowings under our revolving credit agreement.  

 

At October 27, 2012, we had $40.9 million of cash and cash equivalents, substantially all of which represents cash and cash equivalents of our foreign subsidiaries. In accordance with Internal Revenue Service guidelines limiting the length of time that our parent company can borrow funds from foreign subsidiaries, Brown Shoe Company, Inc. utilizes the cash and cash equivalents of its foreign subsidiaries to manage the liquidity needs of the consolidated company and minimize interest expense on a consolidated basis.  

 

We paid dividends of $0.07 per share in both the third quarter of 2012 and the third quarter of last year. The declaration and payment of any future dividend is at the discretion of the Board of Directors and will depend on our results of operations, financial condition, business conditions and other factors deemed relevant by our Board of Directors; however, we presently expect that dividends will continue to be paid. 

 

 

 

At October 27, 2012, we were contingently liable for remaining lease commitments of approximately $0.2 million in the aggregate, which relate to former retail locations that we exited in prior years. These obligations will continue to decline over the next several years as leases expire. In order for us to incur any liability related to these lease commitments, the current lessees would have to default. 

 

 

 

Our contractual obligations primarily consist of operating lease commitments, purchase obligations, borrowings under our revolving credit agreement, long-term debt, minimum license commitments, interest on long-term debt, obligations for our supplemental executive retirement plan and other postretirement benefits and obligations related to our restructuring and expense and capital containment initiatives.  

 

Except for the changes within the normal course of business (primarily changes in purchase obligations, which fluctuate throughout the year as a result of the seasonal nature of our operations, borrowings/payments under our revolving credit agreement and changes in operating lease commitments as a result of new stores, store closures and lease renewals), there have been no other significant changes to our contractual obligations identified in our Annual Report on Form 10-K for the year ended January 28, 2012.  

 

 

 

No material changes have occurred related to critical accounting policies and estimates since the end of the most recent fiscal year. The adoption of new accounting pronouncements is described in Note 2 to the condensed consolidated financial statements. For further information, see Part II, Item 7 of our Annual Report on Form 10-K for the year ended January 28, 2012. 

 

 

 

Recently issued accounting pronouncements and their impact on the Company are described in Note 2 to the condensed consolidated financial statements. 

 

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This Form 10-Q contains certain forward-looking statements and expectations regarding the Company’s future performance and the future performance of its brands. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These risks include (i) changing consumer demands, which may be influenced by consumers' disposable income, which in turn can be influenced by general economic conditions; (ii) intense competition within the footwear industry; (iii) rapidly changing fashion trends and purchasing patterns; (iv) customer concentration and increased consolidation in the retail industry; (v) political and economic conditions or other threats to the continued and uninterrupted flow of inventory from China, where ASG has manufacturing facilities and both ASG and Brown Shoe Company rely heavily on third-party manufacturing facilities for a significant amount of their inventory; (vi) Brown Shoe Company’s ability to utilize its new information technology system to successfully execute its strategies, including integrating ASG’s business; (vii) the ability to recruit and retain senior management and other key associates; (viii) the ability to attract, retain and maintain good relationships with licensors and protect intellectual property rights; (ix) the ability to secure/exit leases on favorable terms; (x) the ability to maintain relationships with current suppliers; (xi) compliance with applicable laws and standards with respect to lead content in paint and other product safety issues; (xii) the ability to source product at a pace consistent with increased demand for footwear; (xiii) the impact of rising prices in a potentially inflationary global environment; and (xiv) the ability of Brown Shoe Company to execute its portfolio realignment. The Company's reports to the Securities and Exchange Commission contain detailed information relating to such factors, including, without limitation, the information under the caption Risk Factors in Item 1A of the Company’s Annual Report on Form 10-K for the year ended January 28, 2012, which information is incorporated by reference herein and updated by the Company’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation or plan to update these forward-looking statements, even though its situation may change. 

 

 

 

No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Part II, Item 7A of the Company's Annual Report on Form 10-K for the year ended January 28, 2012. 

 

 

 

Evaluation of Disclosure Controls and Procedures 

It is the Chief Executive Officer's and Chief Financial Officer's ultimate responsibility to ensure we maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and annual results, an established system of internal controls and internal control reviews by our internal auditors. 

 

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected.  Our disclosure controls and procedures are designed to provide a reasonable level of assurance that their objectives are achieved.  As of October  27, 2012, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures were effective at the reasonable assurance level. 

 

There were no significant changes to internal control over financial reporting during the quarter ended October 27, 2012, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  

 

 

 

 

We are involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending will not have a material adverse effect on our results of operations or financial position. All legal costs associated with litigation are expensed as incurred. 

 

Information regarding Legal Proceedings is set forth within Note 15 to the condensed consolidated financial statements and incorporated by reference herein. 

 

 

 

No material changes have occurred related to our risk factors since the end of the most recent fiscal year. For further information, see Part I, Item 1A of our Annual Report on Form 10-K for the year ended January 28, 2012. 

 

 

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The following table provides information relating to our repurchases of common stock during the third quarter of 2012:

 

 

 

 

 

None. 

 

 

 

Not applicable. 

 

 

 

None. 

 

 

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† Denotes exhibit is filed with this Form 10-Q. 

^ Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934.

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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. 

 

 

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