CALERES INC - Quarter Report: 2013 November (Form 10-Q)

 

UNITED STATES  

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

 

 

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  þ     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  þ     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 þ 

 

As of November 29, 2013, 43,176,782 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, comprehensive income 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 February 2, 2013.

 

 

 

 

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net earnings are presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income, but only if the amount is required under accounting principles generally accepted in the United States ("U.S. GAAP") to be reclassified to net earnings in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net earnings, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail on these amounts. This standard is effective prospectively for reporting periods beginning after December 15, 2012. The Company adopted this guidance on February 3, 2013. See Note 9 to the condensed consolidated financial statements for additional information.

In March 2013, the FASB issued ASU No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity. This standard provides guidance on releasing cumulative translation adjustments to net earnings when an entity ceases to have a controlling financial interest in a subsidiary or business within a foreign entity. The cumulative translation adjustments should be released only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets resides. This standard is effective prospectively for reporting periods beginning after December 15, 2013. The adoption of this newly issued guidance is not expected to have a material impact on the Company’s condensed consolidated financial statements.

 

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  This guidance requires entities to present an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss (“NOL”) carryforward, similar tax loss, or tax credit carryforward, rather than as a liability, when the uncertain tax position would reduce the NOL or other carryforward under the tax law. The amendments in this ASU do not require new recurring financial disclosures. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The adoption of this presentation guidance is not expected to have a material impact on the Company’s condensed consolidated financial statements.

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The Company’s discontinued operations included the Avia and Nevados brands of the American Sporting Goods division, as well as the Etienne Aigner and Vera Wang brands. In aggregate, discontinued operations included $1.2 million and $25.5 million of net sales in the thirteen and thirty-nine week periods ended November 2, 2013, respectively. Discontinued operations included $36.2 million and $98.8 million of net sales for the thirteen and thirty-nine week periods ended October 27, 2012, respectively.

 

Discontinued operations included earnings before income taxes of $0.3 million and a loss before income taxes of $10.8 million in the thirteen and thirty-nine week periods ended November 2, 2013, respectively. For the thirty-nine weeks ended November 2, 2013, discontinued operations also included $11.5 million of costs associated with the Company’s impairment of net assets/disposition of discontinued operations. For the thirteen and thirty-nine week periods ended October 27, 2012, discontinued operations included an immaterial amount of earnings before income taxes  and a loss before income taxes of $11.5 million, respectively.

 

American Sporting Goods Corporation

On May 14, 2013, Brown Shoe International Corp. (“BSIC”), the sole shareholder of American Sporting Goods Corporation, entered into and simultaneously closed a Stock Purchase Agreement (the “Stock Purchase Agreement”) by and among the Company, BSIC and Galaxy Brand Holdings, Inc. (“the Buyer”), pursuant to which the Buyer acquired all of the outstanding capital stock of American Sporting Goods Corporation from BSIC and the Company agreed to provide certain transition services. In connection with the transaction, American Sporting Goods Corporation sold inventory to a third party unaffiliated with the Buyer and distributed certain assets to BSIC. The aggregate purchase price for the stock of American Sporting Goods Corporation and the provision of such transition services was $74.0 million, subject to working capital adjustments, minus the amount of the pre-closing cash dividend declared by American Sporting Goods Corporation and paid to BSIC, representing proceeds from American Sporting Goods Corporation’s sale of inventory.

 

The Company purchased American Sporting Goods Corporation, comprised of Avia, Nevados, Ryka, AND 1, and other businesses, on February 17, 2011 and subsequently sold AND 1 during fiscal 2011. The Avia and Nevados businesses were sold under the Stock Purchase Agreement and the Company retained and is operating Ryka and other businesses. In this document, “ASG” refers to the subsidiary disposed on May 14, 2013, including the Avia and Nevados brands and excluding the Ryka brand and other retained businesses.

 

The Company received $60.3 million in cash and a promissory note of $12.0 million at closing, from the sale of stock, the sale of inventory, and for the provision of transitional services, less working capital adjustments. The promissory note was due November 14, 2013, earned interest at a 3% annual rate, and was secured by a guarantee by ASG and a lien on certain assets of ASG.  In accordance with the terms of the promissory note, the Company received a payment of $12.2 million on November 14, 2013, representing the note principal and accrued interest. 

 

As a result of the sale of ASG, the Company recorded an impairment charge in the first quarter of 2013 of $12.6 million ($12.6 million after-tax, $0.30 per diluted share), representing the difference in the fair value less costs to sell as compared to the carrying value of the net assets to be sold. During the second quarter of 2013, the Company recognized a gain upon disposition of the ASG subsidiary of $1.0 million ($1.0 million after tax, $0.02 per diluted share). These charges are reflected in the condensed consolidated statement of earnings as a component of discontinued operations for the thirty-nine weeks ended November 2, 2013. ASG was previously included in the Wholesale Operations segment.

 

Etienne Aigner

During the second quarter of 2012, the Company terminated the Etienne Aigner license agreement due to a dispute with the licensor. On April 29, 2013, an agreement to resolve the dispute was reached, pursuant to which the Company agreed to pay Etienne Aigner $6.5 million. The financial results of Etienne Aigner and the $6.5 million settlement are reflected as a component of discontinued operations.  The results of Etienne Aigner were previously included in the Wholesale Operations segment.

 

Vera Wang

During the first quarter of 2013, the Company communicated its intention not to renew the Vera Wang license agreement. The financial results of Vera Wang are reflected as a component of discontinued operations.  The results of Vera Wang were previously included in the Wholesale Operations segment.

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The detail of ASG, Etienne Aigner, and Vera Wang assets and liabilities reported as discontinued operations in the condensed consolidated balance sheet are as follows:

 

 

 

 

 

 

As part of its portfolio realignment efforts, the Company entered into an agreement to sell certain of its supply chain and sourcing assets (“Sale Agreement”) on April 30, 2013 for $9.0 million, including $1.5 million in cash and a $7.5 million promissory note, subject to working capital adjustments. The sale closed during the second quarter of 2013. The promissory note requires installments over two years with the first payment of $3.0 million due no later than 45 days from the closing date and the remaining balance payable in eight quarterly payments of $0.6 million, subject to working capital adjustments, plus accrued interest of 5%, compounded monthly, starting no later than three months after the closing date. For the thirteen and thirty-nine week periods ended November 2, 2013, the Company received $0.6 million and $3.6 million, respectively, of installment payments in accordance with the terms of the promissory note. As part of the Sale Agreement, the Company agreed to purchase a minimum of four million pairs of shoes each year for the next two years at market pricing, which can be fulfilled from a defined group of facilities owned by the purchaser.  

 

During the first quarter of 2013, the Company recognized an impairment charge of $4.7 million ($4.7 million after tax, $0.11 per diluted share), which represented the excess net asset value over the estimated fair value of the supply chain and sourcing assets less costs to sell. During the second quarter of 2013,  the Company recognized a loss on the sale of these supply chain and sourcing assets of $0.6 million ($0.6 million after tax, $0.01 per diluted share).   The financial results of the supply chain and sourcing assets have been included in the Wholesale Operations segment as continuing operations through the date of sale.

 

 

 

 

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The Company uses the two-class method to compute basic and diluted earnings (loss) per common share attributable to Brown Shoe Company, Inc. shareholders. In periods of net loss, no effect is given to the Company’s participating securities since they do not contractually participate in the losses of the Company. The following table sets forth the computation of basic and diluted earnings (loss) per common share attributable to Brown Shoe Company, Inc. shareholders for the thirteen and thirty-nine weeks ended November 2, 2013 and October 27, 2012:

 

 

Options to purchase 86,247 and 567,966 shares of common stock for the thirteen weeks and 214,403 and 1,019,565 shares of common stock for the thirty-nine weeks ended November 2, 2013 and October 27, 2012, 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 anti-dilutive.

 

  

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Portfolio Realignment 

The Company's portfolio realignment efforts include the sale of ASG; the sale of the AND 1 division; exiting certain women’s specialty and private label brands; exiting the children’s wholesale business; the sale and closure of sourcing and supply chain assets; closing or relocating numerous underperforming or poorly aligned retail stores; the termination of the Etienne Aigner license agreement; the election not to renew the Vera Wang license in accordance with agreement terms, and other infrastructure changes. These portfolio realignment efforts began in 2011 and are substantially complete.

 

The following is a summary of the Company’s portfolio realignment expense for our continuing and discontinued operations: 

 

The business exits and cost reductions of the Company’s continuing operations were recorded within restructuring and other special charges, net and cost of goods sold in the condensed consolidated statements of earnings.  The business exits and cost reductions of the Company’s discontinued operations were recorded within earnings (loss) from discontinued operations, net of tax, in the condensed consolidated statements of earnings.  The non-cash impairments/dispositions of the Company’s continuing operations were recorded within impairment of assets held for sale in the condensed consolidated statements of earnings.  The non-cash impairments/dispositions of the Company’s discontinued operations were recorded within impairment of net assets/disposition of discontinued operations in the condensed consolidated statements of earnings.  The non-cash impairments/dispositions are included in Other in the following table.

 

During the third quarter of 2013, no expenses for portfolio realignment were incurred. Of the $2.3 million of continuing operations costs incurred during the third quarter of 2012, $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.

 

All of the $5.9 million of expenses for portfolio realignment that were recorded in continuing operations during the thirty-nine weeks ended November 2, 2013 were included in the Wholesale Operations segment.  Of the $18.9 million incurred during the thirty-nine weeks ended October 27, 2012, $7.7 million is included in the Famous Footwear segment, $6.5 million is included in the Wholesale Operations segment, $3.9 million is included in the Specialty Retail segment, and $0.8 million is included in the Other segment.

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

 

 

Integration Related Costs 

During the thirty-nine weeks ended October 27, 2012, the Company incurred integration costs related to the acquisition of ASG of $0.7 million ($0.4 million after-tax, or $0.01 per diluted share).  These costs were recognized as earnings (loss) from discontinued operations. 

 

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. These costs were recognized as restructuring and other special charges, net and included in the Other segment.

 

 

 

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Applicable business segment information is as follows for the periods ended November 2, 2013 and October 27, 2012:  

 

 

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

 

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

 

 

 

  

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

 

Intangible assets, primarily owned trademarks, of $21.0 million as of November 2, 2013, October 27, 2012, and February 2, 2013 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 November 2, 2013. Amortization expense related to intangible assets was $1.5 million for the thirteen weeks ended November 2, 2013 and October 27, 2012 and $4.5 million and $4.6 million for the thirty-nine weeks ended November 2, 2013 and October 27, 2012, respectively. 

 

 

  

 

 

The following tables set forth the changes in Brown Shoe Company, Inc. shareholders’ equity and noncontrolling interests for the thirty-nine weeks ended November 2, 2013 and October 27, 2012, respectively:

 

 

 

 

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Accumulated Other Comprehensive (Loss) Income

The following table sets forth the changes in accumulated other comprehensive (loss) income by component for the thirteen and thirty-nine weeks ended November 2, 2013:

 

 

 

The following table sets forth the reclassifications out of accumulated other comprehensive (loss) income and the related tax effect by component for the thirteen and thirty-nine weeks ended November 2, 2013:

 

 

Reclassifications related to pension and other postretirement benefits impacted selling and administrative expenses on the condensed consolidated statement of earnings. See Note 12 to the condensed consolidated financial statements for additional information related to derivative financial instruments.

 

 

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The Company recognized share-based compensation expense of $1.1 million and $1.5 million during the thirteen weeks and $4.1 million and $4.8 million during the thirty-nine weeks ended November 2, 2013 and October 27, 2012, respectively.

 

The Company issued 54,369 shares of common stock during the thirteen weeks ended November 2, 2013 for restricted stock grants, stock options exercised, and directors’ fees. The Company issued 698,580 shares of common stock during the thirty-nine weeks ended November 2, 2013 for restricted stock grants, stock performance awards, stock options exercised, and directors’ fees. During the thirteen and thirty-nine weeks ended November 2, 2013, the Company cancelled restricted stock awards of 65,750 and 150,250 shares, respectively, as a result of forfeitures.

 

During the third quarter of 2013, the Company granted 12,300 restricted shares to certain employees with a weighted-average grant date fair value of $22.90. The restricted shares vest in four years and share-based compensation expense will be recognized on a straight-line basis over the four-year period.

 

The Company also granted 1,023 restricted stock units for dividend equivalents on previously granted restricted stock units to non-employee directors with a weighted-average grant date fair value of $23.57 during the third quarter of 2013. All restricted stock units granted during the third quarter of 2013 vested immediately as of the payment date for the dividend.

 

 

 

 

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

 

 

 

 

 

 

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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 October 2014. 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 and thirty-nine weeks ended November 2, 2013 and October 27, 2012 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 (loss) income and reclassified to earnings in the period that the hedged transaction is recognized in earnings. 

 

As of November 2, 2013,  October 27, 2012, and February 2, 2013, the Company had forward contracts maturing at various dates through October 2014,  November 2013, and January 2014, respectively. The contract amount represents the net amount of all purchase and sale contracts of a foreign currency.

 

The classification and fair values of derivative instruments designated as hedging instruments included within the condensed consolidated balance sheet as of November 2, 2013,  October 27, 2012, and February 2, 2013 are as follows:

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For the thirteen weeks ended November 2, 2013 and October 27, 2012, the effect of derivative instruments in cash flow hedging relationships on the condensed consolidated statements of earnings was as follows:

 

 

 

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

 

 

 

  

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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 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 12 to the condensed consolidated financial statements. 

 

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The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at November 2, 2013, October 27, 2012, and February 2, 2013. The Company did not have any transfers between Level 1 and Level 2 during 2012 or the thirty-nine weeks ended November 2, 2013.   

 

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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 $84.6 million were assessed for indicators of impairment and written down to their fair value, resulting in impairment charges of  $0.1 million for the thirteen weeks ended November 2, 2013.  The $0.1 million impairment charge was recorded in the Specialty Retail segment and is reflected in selling and administrative expenses. An impairment charge of $0.8 million was recorded for the thirty-nine weeks ended November 2, 2013, of which $0.4 million related to the Famous Footwear segment and $0.4 million related to the Specialty Retail segment. 

 

During the first quarter of 2013, the Company recognized an impairment charge of $4.7 million ($4.7 million after tax, $0.11 per diluted share) related to certain supply chain and sourcing assets, which represented the excess net asset value over the estimated fair value of the assets less costs to sell. The fair value of net assets was estimated based on the anticipated sales proceeds. This is considered a Level 2 input as the assets were not sold on an active market. The impairment charge was recorded as impairment of assets held for sale in the condensed consolidated statement of earnings and was included in the Wholesale Operations segment. These assets were sold in the second quarter of 2013, and the Company recognized an additional loss on sale of $0.6 million. See Note 4 and Note 6 to the condensed consolidated financial statements for additional information. 

 

During the second quarter of 2013, the Company sold ASG. The assets of ASG were determined to be held for sale at May 4, 2013, and an impairment charge of $12.6 million was recorded in the first quarter of 2013 within the discontinued operations section of the condensed consolidated statement of earnings. The Company recognized a gain on disposition of $1.0 million in the second quarter of 2013. ASG was previously included within the Wholesale Operations segment. The fair value of assets was estimated based on the anticipated sales proceeds less costs to sell. This is considered a Level 2 input as the assets were not sold on an active market. See Note 3 and Note 6 to the condensed consolidated financial statements for additional information. 

 

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 fair value of the Company’s Senior Notes 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 Company’s consolidated effective tax rates from continuing operations were 31.6%  and 33.8% for the thirteen and thirty-nine weeks ended November 2, 2013, respectively, remaining relatively consistent with the effective tax rates of 32.0%  and 33.7% for the thirteen and thirty-nine weeks ended October 27, 2012, respectively.  

  

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C. banner International Holdings Limited

The Company has a joint venture agreement with a subsidiary of C. banner International Holdings Limited (“CBI”, formerly known as Hongguo International Holdings Limited) to market Naturalizer footwear in China. The Company is a 51% owner of the joint venture (“B&H Footwear”), with CBI owning the other 49%. B&H Footwear sells Naturalizer footwear to a retail affiliate of CBI on a wholesale basis, which in turn sells the Naturalizer products through department store shops and free-standing stores in China. During the thirteen and thirty-nine weeks ended November 2, 2013, the Company, through its consolidated subsidiary, B&H Footwear, sold $1.9 million and $4.1 million, respectively, of Naturalizer footwear on a wholesale basis to CBI, with $2.4 million and $5.0 million in corresponding sales during the thirteen and thirty-nine weeks ended October 27, 2012, 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 liability for the on-site remediation was discounted at 4.8%. On an undiscounted basis, the on-site remediation liability would be $15.9 million as of November 2, 2013. The Company expects to spend approximately $0.2 million in each of the next five years and $14.9 million in the aggregate thereafter related to the on-site remediation.

 

The cumulative expenditures for both on-site and off-site remediation through November 2, 2013 were $27.0 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 November 2, 2013 is $8.4 million, of which $7.6 million is recorded within other liabilities and $0.8 million is recorded within other accrued expenses. Of the total $8.4 million reserve, $4.8 million is for on-site remediation and $3.6 million is for off-site 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 $1.5 million at November 2, 2013 related to these sites, which has been discounted at 6.4%. On an undiscounted basis, this liability would be $2.0 million. The Company expects to spend approximately $0.2 million in each of the next five years and $1.0 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 $9.8 million as of November 2, 2013 to complete the cleanup, maintenance and monitoring at all sites. Of the $9.8 million liability, $8.8 million is recorded in other liabilities and $1.0 million is recorded in other accrued expenses. 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.

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Litigation

 

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. Legal costs associated with litigation are generally expensed as incurred.

 

 

 

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 agreement. The following table presents the 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 Guarantors are 100% owned by the Parent. On May 14, 2013, during the second quarter of 2013, ASG was sold and ceased to be a borrower under the Credit Agreement. ASG is included as a “Guarantor” in the financial statements through the sale date. The proceeds from the sale were utilized to pay down the Company’s revolving credit facility. See Note 3 to the condensed consolidated financial statements for further information on the sale of ASG.

   

The 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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Both retail and wholesale businesses contributed to this quarter’s success.  Our third quarter financial results reflect a strong back-to-school season, as Famous Footwear delivered record-setting third quarter net sales. Our Wholesale Operations segment reported a net sales improvement of 4.5%. We believe the benefits of our portfolio realignment efforts are evident in our results.

  

The following is a summary of the financial highlights for the third quarter of 2013:   

 

 

 

 

Our portfolio realignment efforts impact the comparison of our third quarter results for 2013 and 2012 and should be considered in evaluating comparability.  Our portfolio realignment efforts include the sale of our Avia and Nevados divisions; the sale of AND 1; exiting certain women’s specialty and private label brands; exiting the children’s wholesale business; the sale and closure of certain sourcing and supply chain assets; closing or relocating numerous underperforming or poorly aligned retail stores; the termination of the Etienne Aigner license agreement; the election not to renew the Vera Wang license and other infrastructure changes. No portfolio realignment costs were incurred during the third quarter of 2013 compared to costs of $2.6 million ($1.6 million after-tax, or $0.04 per diluted share) incurred during the third quarter of 2012. A portion of these costs were reflected in discontinued operations, as further discussed in Note 3, Note 4 and Note 6 to the condensed consolidated financial statements.

 

Our debt-to-capital ratio, as defined herein, decreased to 30.6% at November 2, 2013, compared to 41.7% at October 27, 2012 and 41.6% at February 2, 2013, reflecting lower borrowings under our revolving credit agreement, primarily due to the cash proceeds from the sale of our Avia and Nevados divisions in May 2013 as well as cash provided by operating activities in 2013.  As of November 2, 2013, the Company had no outstanding borrowings under the revolving credit agreement. Our current ratio, as defined herein, was 2.12 to 1 at November 2, 2013, compared to 1.70 to 1 at October 27, 2012 and 1.65 to 1 at February 2, 2013. The improvement in the current ratio from October 27, 2012 as compared to November 2, 2013, was also driven by lower borrowings under our revolving credit agreement.

 

Outlook for the Remainder of 2013 

We delivered strong financial results in the third quarter with solid performance across our businesses. Based on our third quarter results, we now expect to earn $0.82 to $0.86 per diluted share in 2013, which includes pre-tax costs of approximately $31 million ($23.5 million on an after-tax basis, or $0.54 per diluted share) related to our portfolio realignment initiatives.    We remain cautious in our outlook of the macro economic environment and related impacts on consumer sentiment and spending.

 

Following are the consolidated results and the results by segment: 

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Net Sales 

Net sales increased $6.8 million, or 1.0%, to $702.8 million for the third quarter of 2013, compared to $696.0 million for the third quarter of 2012. Net sales at our Wholesale Operations and Famous Footwear segments increased while net sales at our Specialty Retail segment decreased. Our Wholesale Operations segment reported an $8.9 million increase in net sales, reflecting strength in many of our major brands including Sam Edelman, Franco Sarto, Vince, and LifeStride, partially offset by decreases in our Dr. Scholl’s Shoes, Via Spiga, Naturalizer, and Fergie brands. Our Famous Footwear segment reported a $2.8 million increase in net sales, reflecting a same-store sales increase of 4.9%, partially offset by a lower store count. Despite weaker customer traffic patterns during the quarter, Famous Footwear experienced an improved customer conversion rate, higher average unit retail prices, and an increase in pairs per transaction. Net sales of our Specialty Retail segment decreased $4.9 million as our same-store sales increase of 0.6% was offset by lower sales from our e-commerce subsidiary, a lower store count, and a lower Canadian dollar exchange rate.

 

Net sales increased $54.1 million, or 2.9%, to $1,913.2 million for the nine months ended November 2, 2013, compared to $1,859.1 million for the nine months ended October 27, 2012. Net sales of our Famous Footwear and Wholesale Operations segments increased and our Specialty Retail segment decreased. Our Famous Footwear segment reported a $45.9 million increase in net sales, which reflects a same-store sales increase of 4.3% during the nine months ended November 2, 2013. Famous Footwear experienced improvement in several metrics, including customer conversion rate, average unit retail price, and pairs per transaction, partially offset by a decrease in customer traffic. Our Wholesale Operations segment reported a $15.4 million increase in net sales, reflecting strength in our Sam Edelman, Franco Sarto, LifeStride, Vince, and Dr. Scholl’s Shoes brands, partially offset by decreases in our Via Spiga, Fergie, Ryka, and Naturalizer brands, and lower sales of brands we have exited, including certain women’s specialty brands and the children’s wholesale business. The net sales of our Specialty Retail segment decreased $7.2 million, due to lower sales from our e-commerce subsidiary, a lower store count, and a lower Canadian dollar exchange rate, partially offset by an increase in same-store sales of 1.7%.

 

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Same-store sales changes are calculated by comparing the sales in stores that have been open at least 13 months. 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 therefore excluded from the same-store sales calculation. E-commerce sales for those e-commerce websites that function as an extension of a retail chain are included in the same-store sales calculation. For comparability purposes, same-store sales for the third quarter of 2013 are calculated based on retail sales for weeks 27 through 39 in 2013 as compared to weeks 28 through 40 in 2012. This adjustment is required due to the impact of the 53rd week of sales in the fourth quarter of fiscal 2012. The calculation for the third quarter of 2013 appropriately reflects the change in same-store-sales on a comparable retail calendar week basis. 

 

Gross Profit 

Gross profit decreased $1.1 million, or 0.4%, to $278.2 million for the third quarter of 2013, compared to $279.3 million for the third quarter of 2012, primarily reflecting lower sales in our Specialty Retail segment, partially offset by higher sales in our Famous Footwear and Wholesale Operations segments.  As a percentage of net sales, gross profit was 39.6% for the third quarter of 2013, compared to 40.1% for the third quarter of 2012.  The lower gross profit rate was primarily driven by our Wholesale Operations segment, which reported a gross profit rate of 31.8% for the third quarter of 2013, compared to 33.0% for the third quarter of 2012. The decrease in our Wholesale Operations gross profit rate was driven by higher inventory markdowns, primarily for the Ryka division as we begin to reposition this brand, and lower gross profit in our international division. Retail and Wholesale Operations net sales were 71% and 29%, respectively, in the third quarter of 2013, compared to 72% and 28% in the third quarter of 2012. Gross profit rates in our retail businesses are higher, on average, than in our wholesale business. 

 

Gross profit increased $31.7 million, or 4.3%, to $772.9 million for the nine months ended November 2, 2013, compared to $741.2 million for the nine months ended October 27, 2012, driven by higher sales at both our Famous Footwear and Wholesale Operations segments. As a percentage of net sales, our gross profit increased to 40.4% for the nine months ended November 2, 2013 from 39.9% for the nine months ended October 27, 2012, reflecting improvement in each segment. At Famous Footwear, the increase in the gross profit rate was primarily driven by higher average unit retail prices and a favorable sales mix of higher margin athletic footwear. The increase in our Wholesale Operations gross profit rate was driven by a more profitable brand mix and lower product costs. During the nine months ended November 2, 2013, Retail and Wholesale Operations net sales were 70% and 30%, respectively, consistent with the nine months ended October 27, 2012.

 

We classify certain 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 decreased $2.7 million, or 1.1%, to $233.5 million for the third quarter of 2013, compared to $236.2 million in the third quarter of 2012. The decrease was primarily driven by lower marketing expenses in the retail divisions due to a shift in the timing of marketing initiatives, lower expenses related to our cash and share-based incentive plans, lower long-term disability benefit costs, and lower director compensation, partially offset by higher warehousing and facilities costs. As a percentage of net sales, selling and administrative expenses decreased to 33.2% for the third quarter of 2013 from 33.9% for the third quarter of 2012, reflecting the factors listed above and better leveraging of our expense base over higher net sales.

 

Selling and administrative expenses increased $19.2 million, or 2.9%, to $678.5 million for the nine months ended November 2, 2013, compared to $659.3 million for the nine months ended October 27, 2012. The increase was primarily driven by higher expenses related to our cash and stock-based incentive plans and higher warehouse and facilities costs, partially offset by lower marketing costs. As a percentage of net sales, selling and administrative expenses was 35.5% for the first nine months of 2013, consistent with the comparable period in 2012. 

 

Restructuring and Other Special Charges, Net 

We recorded no restructuring and other special charges, net for the third quarter of 2013 compared to $2.1 million for the third quarter of 2012, related to our portfolio realignment efforts, as further discussed in Note 6 to the condensed consolidated financial statements.

 

For the nine months ended November 2, 2013, we recorded restructuring and other special charges, net, of $1.3 million related to our restructuring initiatives, compared to $19.7 million for the comparable period in 2012.

 

Impairment of Assets Held for Sale

For the nine months ended November 2, 2013, we recorded an impairment charge of $4.7 million to adjust certain sourcing and supply chain assets held for sale to their estimated fair value, as further discussed in Notes 4 and 6 to the condensed consolidated financial statements.

 

Operating Earnings 

Operating earnings increased $3.7 million, or 9.0%, to $44.7 million for the third quarter of 2013, compared to $41.0 million for the third quarter of 2012, driven by higher net sales and a decrease in selling and administrative expenses and restructuring and other

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special charges, as described above.  As a percentage of net sales, operating earnings improved to 6.4% for the third quarter of 2013, compared to 5.9% for the third quarter of 2012.

 

Operating earnings increased $26.2 million, or 42.2%, to $88.4 million for the nine months ended November 2, 2013, compared to $62.2 million for the nine months ended October 27, 2012, driven by higher net sales, a higher gross profit rate, and lower restructuring and other special charges, partially offset by an increase in selling and administrative expenses.  As a percentage of net sales, operating earnings improved to 4.6% for the nine months ended November 2, 2013, compared to 3.3% for the nine months ended October 27, 2012.

 

Interest Expense 

Interest expense decreased $0.1 million, or 2.6%, to $5.3 million for the third quarter of 2013, compared to $5.4 million for the third quarter of 2012, primarily reflecting lower average borrowings under our revolving credit agreement. 

 

Interest expense decreased $0.9 million, or 5.3%, to $16.1 million for the nine months ended November 2, 2013, compared to $17.0 million for the nine months ended October 27, 2012, primarily reflecting lower average borrowings under our revolving credit agreement. 

 

Income Tax Provision 

Our effective tax rate can vary considerably from period to period, depending on a number of factors. Our consolidated effective tax rate from continuing operations was 31.6% and 33.8% for the three and nine months ended November 2, 2013, respectively.  Our 2013 effective tax rates are relatively consistent with the rates experienced for the three and nine months ended October 27, 2012 of 32.0% and 33.7%, respectively.

 

Net Earnings from Continuing Operations 

We reported net earnings from continuing operations of $27.1 million in the third quarter of 2013, compared to $24.3 million in the third quarter of 2012, as a result of the factors described above. 

 

We reported net earnings from continuing operations of $48.0 million for the nine months ended November 2, 2013, compared to $30.1 million for the nine months ended October 27, 2012, as a result of the factors described above.

 

Net Earnings (Loss) from Discontinued Operations 

We reported net earnings from discontinued operations of $0.2 million during the third quarter of 2013, compared to an immaterial amount of earnings in the third quarter of 2012. The increase is primarily attributable to merchandise sold under the Vera Wang license agreement. The Company communicated its intention not to renew this agreement during the first quarter of 2013, as further discussed in Note 3 to the condensed consolidated financial statements.

 

During the nine months ended November 2, 2013, we reported a net loss from discontinued operations of $16.3 million, compared to a net loss of $6.9 million for the nine months ended October 27, 2012. The higher loss in 2013 is primarily related to a non-cash impairment charge related to the sale of our Avia and Nevados divisions of $11.5 million during the first half of 2013, reflecting the estimated fair value of those assets.  This was partially offset by decreased losses from discontinued operations in 2013 for the Avia and Nevados divisions, as the 2013 results include only the four months prior to the sale of ASG in May 2013. 

 

Net Earnings Attributable to Brown Shoe Company, Inc. 

We reported net earnings attributable to Brown Shoe Company, Inc. of $27.3 million and $31.9 million for the three and nine months ended November 2, 2013, respectively, compared to $24.3 million and $23.5 million for the three and nine months ended October 27, 2012, respectively, as a result of the factors described above.  

 

 

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Net Sales 

Net sales increased $2.8 million, or 0.6%, to $439.6 million for the third quarter of 2013, compared to $436.8 million for the third quarter of 2012, as Famous Footwear reported record quarterly sales. Same-store sales, including e-commerce, increased 4.9% during the third quarter of 2013. The end of the third quarter marked the end of another strong back-to-school season.  Despite an overall decline in customer traffic, Famous Footwear reported an improved customer conversion rate, higher average unit retail prices, and an increase in pairs per transaction. While nearly all geographies, climate zones, and genders reported improvement, growth in athletics, sports slides, sandals, boat shoes, and canvas shoe styles were notable factors in our net sales growth. During the third quarter of 2013, we opened 11 new stores and closed 22 stores, resulting in 1,048 stores and total square footage of 7.1 million at the end of the third quarter of 2013, compared to 1,061 stores and total square footage of 7.2 million at the end of the third quarter of 2012. Sales per square foot, excluding e-commerce, increased 2.1% to $59 in the third quarter of 2013, compared to $58 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, with approximately 74% of our net sales made to members of our Rewards program in the third quarter of 2013, as compared to approximately 71% in the third quarter of 2012. 

 

Net sales increased $45.9 million, or 4.0%, to $1,180.1 million for the nine months ended November 2, 2013, compared to $1,134.2 million for the comparable period in 2012. Same-store sales, including e-commerce, increased 4.3% during the nine months ended November 2, 2013, primarily due to increases in our conversion rate, average unit retail prices, and pairs per transaction, partially offset by a decrease in customer traffic. Growth in athletics, sports slides, sandals, and canvas shoe styles also contributed to our increase in net sales. Sales per square foot, excluding e-commerce, increased 6.0% to $160 for the nine months ended November 2, 2013, compared to $151 for the nine months ended October 27, 2012. On a trailing twelve month basis, sales per square foot, excluding e-commerce, increased 6.2% to $208 for the twelve months ended November 2, 2013, as compared to $196 for the twelve months ended October 27, 2012.

 

Gross Profit 

Gross profit increased $0.6 million, or 0.3%, to $187.3 million for the third quarter of 2013, compared to $186.7 million for the third quarter of 2012, due primarily to the growth in net sales. As a percentage of net sales, our gross profit was 42.6% for the third quarter

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of 2013, down slightly compared to the gross profit rate of 42.7% for the third quarter of 2012. Although we experienced a favorable sales mix of higher margin athletics and boots, this improvement was partially offset by higher inventory markdowns.

 

Gross profit increased $24.3 million, or 4.9%, to $523.0 million for the nine months ended November 2, 2013, compared to $498.7 million for the nine months ended October 27, 2012, primarily reflecting the increase in net sales. As a percentage of net sales, our gross profit was 44.3% for the nine months ended November 2, 2013, compared to 44.0% for the comparable period in 2012. The increase in our gross profit rate was primarily driven by higher average unit retail prices and a favorable sales mix of higher margin athletic footwear. 

 

Selling and Administrative Expenses 

Selling and administrative expenses decreased $0.5 million, or 0.4%, to $150.3 million for the third quarter of 2013, compared to $150.8 million for the third quarter of 2012. The decrease was primarily attributable to lower marketing expenses, partially offset by higher store depreciation expense, variable store employee costs, and distribution center expenses. Our marketing expenses were shifted from the third quarter to earlier in 2013 as the segment invested in national television advertising with Good Morning America early in 2013. As a percentage of net sales, selling and administrative expenses decreased to 34.2% for the third quarter of 2013, compared to 34.5% for the third quarter of 2012. 

 

Selling and administrative expenses increased $11.3 million, or 2.7%, to $427.9 million for the nine months ended November 2, 2013, compared to $416.6 million for the nine months ended October 27, 2012. The increase was primarily attributable to increases in variable store employee costs, store depreciation expense, and distribution center expenses. As a percentage of net sales, selling and administrative expenses decreased to 36.2% for the nine months ended November 2, 2013, compared to 36.7% for the nine months ended October 27, 2012, reflecting better leveraging of our expense base over higher net sales.

 

Restructuring and Other Special Charges, Net 

We did not incur restructuring and other special charges for the three and nine months ended November 2, 2013. We incurred $0.4 million and $7.7 million of restructuring and other special charges, net during the three and nine months ended October 27, 2012, respectively, related to our portfolio realignment efforts, which included the closure or relocation of underperforming stores and the closure of a distribution center. 

 

Operating Earnings  

Operating earnings increased $1.5 million, or 4.3%, to $37.0 million for the third quarter of 2013, compared to $35.5 million for the third quarter of 2012. The increase was due to a combination of higher net sales, lower selling and administrative expenses, and a decrease in restructuring and other special charges, net, as described above. As a percentage of net sales, operating earnings improved to 8.4% for the third quarter of 2013, compared to 8.1% for the third quarter of 2012. 

 

Operating earnings increased $20.7 million, or 27.8%, to $95.1 million for the nine months ended November 2, 2013, compared to $74.4 million for the nine months ended October 27, 2012. The increase was due to both higher net sales and gross profit rate, and a reduction in restructuring and other special charges, net, partially offset by higher selling and administrative expenses, as described above. As a percentage of net sales, operating earnings improved to 8.1% for the nine months ended November 2, 2013, compared to 6.6% for the comparable period in 2012.

 

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Net Sales 

Net sales increased $8.9 million, or 4.5%, to $205.3 million for the third quarter of 2013, compared to $196.4 million for the third quarter of 2012. The increase reflects strength in many of our brands including Sam Edelman, Franco Sarto, Vince, and LifeStride, partially offset by decreases in our Dr. Scholl’s Shoes, Via Spiga, Naturalizer, and Fergie brands.   For the fall season, our product categories of high-shaft boots, shooties and booties have performed particularly well. In addition, as disclosed last quarter, we experienced a shift of approximately $7 million in net sales for shipments, primarily in our Naturalizer brand, that had been previously planned for the third quarter, that were shipped during the second quarter.  Our unfilled order position increased $11.8 million, or 3.9%, from $299.9 million as of October 27, 2012 to $311.7 million as of November 2, 2013, primarily due to growth in our Sam Edelman and Vince brands.

 

Net sales increased $15.4 million, or 2.8%, to $567.3 million for the nine months ended November 2, 2013, compared to $551.9 million for the nine months ended October 27, 2012. The increase was primarily attributable to increases in our Sam Edelman, Franco Sarto, LifeStride, Vince, and Dr. Scholl’s Shoes brands, partially offset by decreases in our Via Spiga, Fergie, Ryka, and Naturalizer brands and lower sales of brands we have exited, including certain women’s specialty brands and the children’s wholesale business.

 

Gross Profit 

Gross profit increased $0.5 million, or 0.7%, to $65.2 million for the third quarter of 2013, compared to $64.7 million for the third quarter of 2012, reflecting the increase in net sales volume. As a percentage of net sales, our gross profit decreased to 31.8% for the third quarter of 2013 from 33.0% for the third quarter of 2012. The decrease in our Wholesale Operations gross profit rate was driven by higher inventory markdowns, primarily for our Ryka division as we begin to reposition this brand, and lower gross profit in our international division.

 

Gross profit increased $8.8 million, or 5.2%, to $178.9 million for the nine months ended November 2, 2013, compared to $170.1 million for the nine months ended October 27, 2012. As a percentage of net sales, our gross profit increased to 31.5% for the nine months ended November 2, 2013 from 30.8% for the comparable period in 2012, primarily driven by a more profitable brand mix and lower product costs. 

 

Selling and Administrative Expenses 

Selling and administrative expenses increased $0.3 million, or 0.6%, to $48.4 million for the third quarter of 2013, compared to $48.1 million for the third quarter of 2012. Wholesale Operations incurred higher warehouse expenses during the quarter, which were partially offset by a lower cost structure resulting from exiting certain brands under our portfolio realignment initiatives. As a percentage of net sales, selling and administrative expenses decreased to 23.6% for the third quarter of 2013, compared to 24.6% for the third quarter of 2012, reflecting better leveraging of our expense base over higher net sales. 

 

Selling and administrative expenses increased $5.9 million, or 4.3%, to $144.9 million for the nine months ended November 2, 2013, compared to $139.0 million for the nine months ended October 27, 2012, driven in part by higher expenses related to our cash and stock-based incentive plans and higher warehouse expenses. As a percentage of net sales, selling and administrative expenses increased to 25.5% for the nine months ended November 2, 2013, compared to 25.1% for the comparable period in 2012. 

 

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Restructuring and Other Special Charges, Net 

We incurred restructuring and other special charges, net of zero and $1.2 million during the three and nine months ended November 2, 2013, respectively, compared to $1.4 million and $5.3 million during the three and nine months ended October 27, 2012, respectively. Our portfolio realignment efforts include the exit of certain brands, the sale and closure of sourcing and supply chain assets, and other changes to our infrastructure, as further discussed in Notes 4 and 6 to the condensed consolidated financial statements.  These initiatives are substantially complete.

 

Impairment of Assets Held for Sale

For the nine months ended November 2, 2013, we recorded an impairment charge of $4.7 million to adjust certain sourcing and supply chain assets held for sale to their estimated fair value, as further discussed in Notes 4 and 6 to the condensed consolidated financial statements.

 

Operating Earnings 

Operating earnings increased $1.6 million, or 10.6%, to $16.8 million for the third quarter of 2013, compared to $15.2 million for the third quarter of 2012. The increase was primarily driven by an increase in net sales and a decrease in restructuring and other special charges, partially offset by a lower gross profit rate and an increase in selling and administrative expenses. As a percentage of net sales, operating earnings increased to 8.2% for the third quarter of 2013, compared to 7.7% in the third quarter of 2012. 

 

Operating earnings increased $2.3 million, or 8.7%, to $28.1 million for the nine months ended November 2, 2013, compared to $25.8 million for the nine months ended October 27, 2012. The increase was primarily driven by an increase in net sales and gross profit rate and a decrease in restructuring and other special charges, partially offset by an increase in selling and administrative expenses and a 2013 impairment charge on certain supply chain and sourcing assets held for sale. As a percentage of net sales, operating earnings increased to 5.0% for the nine months ended November 2, 2013, compared to 4.7% for the comparable period in 2012.

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Net Sales 

Net sales decreased $4.9 million, or 7.8%, to $57.9 million for the third quarter of 2013, compared to $62.8 million for the third quarter of 2012. The decrease in net sales reflects a $2.9 million decrease in net sales at our e-commerce subsidiary, a lower store count, and a lower Canadian dollar exchange rate, partially offset by an increase in same-store sales of 0.6%. We opened four new retail stores and closed 34 stores during the third quarter of 2013, resulting in a total of 185 stores (including two Naturalizer stores in China) and total square footage of 0.3 million at the end of the third quarter of 2013, compared to 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. Sales per square foot, excluding e-commerce, was $109 for the third quarter of 2013, consistent with the third quarter of 2012.  

  

Net sales decreased $7.2 million, or 4.2%, to $165.7 million for the nine months ended November 2, 2013, compared to $172.9 million for the nine months ended October 27, 2012. The decrease in net sales reflects a $3.9 million decrease in sales at our e-commerce subsidiary, a lower store count, and a lower Canadian dollar exchange rate, partially offset by an increase in same-store sales of 1.7%.  As a result of these factors, sales per square foot, excluding e-commerce, increased 1.7% to $302 for the nine months ended November 2, 2013, compared to $297 for the nine months ended October 27, 2012. On a trailing twelve month basis, sales per square foot, excluding e-commerce, decreased 0.6% to $400 for the twelve months ended November 2, 2013, from $403 for the twelve months ended October 27, 2012.

  

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Gross Profit 

Gross profit decreased $2.2 million, or 7.8%, to $25.8 million for the third quarter of 2013, compared to $28.0 million for the third quarter of 2012, driven by the decrease in net sales. As a percentage of net sales, our gross profit for the third quarter of 2013 of 44.5% was consistent with the third quarter of 2012.

 

Gross profit decreased $1.5 million, or 2.0%, to $71.0 million for the nine months ended November 2, 2013, compared to $72.5 million for the nine months ended October 27, 2012, reflecting the lower net sales volume for the period. As a percentage of net sales, our gross profit increased to 42.9% for the nine months ended November 2, 2013 from 41.9% for the nine months ended October 27, 2012. The increase in our gross profit rate was primarily driven by a favorable sales mix of higher margin product and inventory markdowns.

 

Selling and Administrative Expenses 

Selling and administrative expenses decreased $0.3 million, or 1.4%, to $25.6 million for the third quarter of 2013, compared to $25.9 million for the third quarter of 2012, reflecting lower payroll and marketing expenses as a result of the lower store count, partially offset by higher distribution center costs. As a percentage of net sales, selling and administrative expenses increased to 44.1% for the third quarter of 2013 from 41.3% for the third quarter of 2012, reflecting the de-leveraging of the expense base over lower net sales. 

 

Selling and administrative expenses decreased $2.6 million, or 3.2%, to $73.9 million for the nine months ended November 2, 2013, compared to $76.5 million for the nine months ended October 27, 2012, reflecting lower payroll, facility, and marketing expenses as a result of the lower store count. As a percentage of net sales, selling and administrative expenses increased to 44.7% for the nine months ended November 2, 2013, compared to 44.2% for the comparable period in 2012, reflecting the de-leveraging of the expense base over lower net sales. 

 

Restructuring and Other Special Charges, Net 

We incurred no restructuring and other special charges during the three and nine months ended November 2, 2013, compared to $0.3 million and $3.6 million during the three and nine months ended October 27, 2012, respectively, for our portfolio realignment efforts, which included costs to close underperforming stores.

 

Operating Earnings (Loss)

Specialty Retail reported operating earnings of $0.2 million for the third quarter of 2013, compared to $1.8 million for the third quarter of 2012, primarily due to lower net sales, partially offset by lower selling and administrative expenses and restructuring and other special charges, as discussed above. 

 

Specialty Retail reported an operating loss of $2.9 million for the nine months ended November 2, 2013, compared to a $7.6 million loss for the nine months ended October 27, 2012, primarily reflecting lower restructuring and other special charges, lower selling and administrative expenses, and a higher gross profit rate.  

 

 

 

The Other segment includes unallocated corporate administrative expenses and other costs and recoveries.

 

The segment reported costs of $9.4 million for the third quarter of 2013, compared to costs of $11.5 million for the third quarter of 2012. The primary drivers of the $2.1 million decrease include lower director compensation and employee disability benefit costs.

 

The segment reported costs of $31.8 million for the nine months ended November 2, 2013, compared to costs of $30.4 million for the nine months ended October 27, 2012. The primary drivers of the $1.4 million increase include higher expenses related to consulting, cash and stock-based incentive plans, and director compensation, partially offset by lower restructuring and other special charges and employee disability benefit costs.

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Borrowings 

 

 

Total debt obligations decreased $109.8 million to $199.0 million at November 2, 2013, compared to $308.8 million at October 27, 2012, and decreased $104.8 million from $303.8 million at February 2, 2013 due to lower borrowings under our revolving credit agreement, resulting from the cash proceeds from the sale of our Avia and Nevados divisions in the second quarter of 2013 and our 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 2013 decreased $0.1 million to $5.3 million, compared to $5.4 million for the third quarter of 2012.

 

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, 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 November 2, 2013 in all material respects. 

 

At November 2, 2013, we had no borrowings outstanding and $11.1 million in letters of credit outstanding under the Credit Agreement. Total borrowing availability was $514.6 million at November 2, 2013.  While we had no borrowings outstanding under the Credit Agreement as of November 2, 2013, we anticipate using the facility as we purchase inventory for our spring selling season.

 

$200 Million Senior Notes Due 2019 

On May 11, 2011, we issued $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. We used the remaining net proceeds for general corporate purposes, including repaying amounts outstanding under the Credit Agreement. 

 

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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:

 

 

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 November 2, 2013, we were in compliance with all covenants and restrictions relating to the 2019 Senior Notes in all material respects.

 

On May 14, 2013, ASG was sold and ceased to be a borrower under the Credit Agreement. See Note 3 to the condensed consolidated financial statements for further information regarding the sale.   

 

Working Capital and Cash Flow

 

 

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

 

Cash provided by operating activities was $81.5 million lower for the nine months ended November 2, 2013 as compared to the comparable period in 2012, reflecting the following factors: 

 

 

Cash provided by investing activities was $77.2 million higher for the nine months ended November 2, 2013, as compared to the comparable period in 2012 due to the $69.3 million of net proceeds from sale of subsidiaries, a $5.0 million decrease in acquisition costs, and a $2.9 million aggregate decrease in purchases of property and equipment and capitalized software. We expect purchases of property and equipment and capitalized software of approximately $54 million to $56 million in 2013, primarily related to remodeled and new stores and general infrastructure. 

 

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Cash used for financing activities was $12.9 million higher for the nine months ended November 2, 2013 as compared to the comparable period in 2012 primarily due to higher repayments, net of borrowings, under our Credit Agreement as we reduced our outstanding borrowings to zero as of November 2, 2013, partially offset by a higher tax benefit associated with our share-based plans.

 

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

 

 

 

Working capital at November 2, 2013, was $397.9 million, which was $94.6 million higher than at February 2, 2013 and $87.9 million higher than at October 27, 2012. Our current ratio increased to 2.12 to 1 as of November 2, 2013 compared to 1.65 to 1 at February 2, 2013, and 1.70 to 1 at October 27, 2012. The increase in the current ratio from October 27, 2012 to November 2, 2013 was primarily driven by higher inventory and lower borrowings under our revolving credit agreement due to the cash proceeds from the sale of our Avia and Nevados divisions in May 2013 and cash provided by operating activities in 2013. The increase in the current ratio from February 2, 2013 as compared to November 2, 2013 was primarily driven by an increase in inventory, a decrease in accounts payable, and a decrease in borrowings under our revolving credit agreement, reflecting the proceeds from the sale of subsidiaries and cash provided by operating activities in 2013. Our debt-to-capital ratio was 30.6% as of November 2, 2013, compared to 41.6% as of February 2, 2013 and 41.7% as of October 27, 2012. The decrease in our debt-to-capital ratio from February 2, 2013 and October 27, 2012 is primarily due to lower borrowings under our revolving credit agreement.

 

At November 2, 2013, we had $42.4 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.  

 

On May 14, 2013, we sold ASG. The proceeds from the sale were utilized to pay down the revolving credit facility.

 

We declared and paid dividends of $0.07 per share in both the third quarter of 2013 and the third quarter of 2012. 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. 

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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.  

 

During the first quarter of 2013, in connection with our agreement to sell certain supply chain and sourcing assets we entered into a minimum purchase commitment contract with the purchaser of these assets to source the manufacturing of eight million pairs of shoes over the next two years, four million each year, at market pricing. The agreement also allows a six month extension (through approximately January 2016) in the event that the required purchase level has not been met at the end of the two year period. This represents less than 10% of the Company’s sourcing requirements related to its Wholesale Operations division. The total purchase obligation is estimated at approximately $100 million. This commitment can be fulfilled from a defined group of facilities owned by the purchaser.

 

As discussed earlier, we sold our ASG subsidiary on May 14, 2013. In connection with the sale of ASG, we entered into a six-month transition services agreement. Certain lease and purchase obligations associated with that subsidiary are no longer obligations of the Company after May 14, 2013, or in some cases, beyond the six-month transition services period.

 

Except for the changes discussed above and 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 under and repayments of 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 February 2, 2013.   

 

 

 

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 February 2, 2013. 

 

 

 

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

 

 

This Form 10-Q contains certain forward-looking statements and expectations regarding the Company’s future performance and the 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 Brown Shoe Company relies heavily on manufacturing facilities for a significant amount of their inventory; (vi) the ability to recruit and retain senior management and other key associates; (vii) the ability to attract, retain, and maintain good relationships with licensors and protect intellectual property rights; (viii) the ability to secure/exit leases on favorable terms; (ix) the ability to maintain relationships with current suppliers; (x) compliance with applicable laws and standards with respect to lead content in paint and other product safety issues; (xi) the ability to source product at a pace consistent with increased demand for footwear; and (xii) the impact of rising prices in a potentially inflationary global environment. 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 February 2, 2013, 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.

 

 

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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 February 2, 2013.  

 

 

 

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 November 2, 2013, 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 November 2, 2013, 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 16 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 February 2, 2013. 

 

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The following table provides information relating to our repurchases of common stock during the third quarter of 2013:

 

 

 

 

 

 

None. 

 

 

 

Not applicable. 

 

 

 

None. 

 

 

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

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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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