KIRKLAND'S, INC - Quarter Report: 2013 August (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended August 3, 2013,

or

For the transition period from              to             .

Commission file number: 000-49885

KIRKLAND’S, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (615) 872-4800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    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 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  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, no par value — 17,248,310 shares outstanding as of August 29, 2013.

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KIRKLAND’S, INC.

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KIRKLAND’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation

Kirkland’s, Inc. (the “Company”) is a specialty retailer of home décor and gifts with 317 stores in 35 states as of August 3, 2013. The condensed consolidated financial statements of the Company include the accounts of Kirkland’s, Inc. and its wholly-owned subsidiaries, Kirkland’s Stores, Inc., Kirkland’s DC, Inc., Kirkland’s Texas, LLC, and Kirklands.com, LLC. Significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 18, 2013.

It should be understood that accounting measurements at interim dates inherently involve greater reliance on estimates than those at fiscal year-end. In addition, because of seasonality factors, the results of the Company’s operations for the 13-week period ended August 3, 2013 are not indicative of the results to be expected for any other interim period or for the entire fiscal year. The Company’s fiscal year ends on the Saturday closest to January 31, resulting in years of either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the Saturday closest to January 31 of the following year.

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from the estimates and assumptions used.

Changes in estimates are recognized in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include, but are not limited to, impairment assessments on long-lived assets, asset retirement obligations, inventory reserves, self-insurance reserves, income tax liabilities, stock-based compensation, employee bonus accruals, gift card breakage, customer loyalty program accruals and contingent liabilities.

Note 2 — Income Taxes

An estimate of the annual effective tax rate is used at each interim period based on the facts and circumstances available at that time, while the actual effective tax rate is calculated at year-end. For the 13-week period ended August 3, 2013, the Company recorded an income tax benefit of 47.2% of the loss before income taxes. In the prior year period, the Company recorded an income tax benefit of 49.7% of the loss before income taxes. For the 26-week period ended August 3, 2013, the Company recorded an income tax expense of 31.1% of pre-tax income. In the prior year period, the Company recorded an income tax benefit of 94.8% of the loss before income taxes.

Note 3 — Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during each period presented, which excludes non-vested restricted stock units. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding plus the dilutive effect of stock equivalents outstanding during the applicable periods using the treasury stock method. Diluted earnings per share reflects the potential dilution that could occur if options to purchase stock were exercised into common stock. Stock options that were not included in the computation of diluted earnings per share because to do so would have been antidilutive were 1.7 million and 1.6 million shares for the 13-week periods ended August 3, 2013, and July 28, 2012, respectively, and 565,000 and 1.6 million shares for the 26-week periods ended August 3, 2013, and July 28, 2012, respectively.

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Note 4 — Commitments and Contingencies

The Company is party to pending legal proceedings and claims. Although the outcome of such proceedings and claims cannot be determined with certainty, the Company’s management is of the opinion that it is unlikely that these proceedings and any claims in excess of insurance coverage will have a material effect on the financial condition, operating results or cash flows of the Company.

Note 5 — Stock-Based Compensation

The Company maintains equity incentive plans under which it may grant non-qualified stock options, incentive stock options, restricted stock, restricted stock units, or stock appreciation rights to employees, non-employee directors and consultants.

The Company granted 200,000 stock options and 104,000 restricted stock units during the 13-week and 26-week periods ended August 3, 2013. This compares to 175,000 stock options and 94,000 restricted stock units granted in the 13-week and 26-week periods ended July 28, 2012. Total stock-based compensation expense (a component of compensation and benefits) was $729,000 for the 13-week period ended August 3, 2013, and $1.4 million for the 26-week period ended August 3, 2013, compared to $663,000 and $1.5 million, respectively, for the comparable prior year periods. Compensation expense is recognized on a straight-line basis over the vesting periods of each grant. There have been no material changes in the assumptions used to compute compensation expense during the current quarter.

Note 6 — Related Party Transactions

In July 2009, the Company entered into an agreement with a related party vendor to purchase merchandise inventory. The vendor is considered a related party for financial reporting purposes because its principal is the spouse of the Company’s Vice President of Merchandising. During the 13-week periods ended August 3, 2013 and July 28, 2012, purchases from this vendor totaled approximately $7.0 million, or 14% of total merchandise purchases, and $5.6 million, or 11% of merchandise purchases, respectively. During the 26-week periods ended August 3, 2013 and July 28, 2012, purchases from this vendor totaled approximately $13.4 million, or 14% of total merchandise purchases, and $11.4 million, or 12% of merchandise purchases, respectively. Included in cost of sales for the 13-week periods ended August 3, 2013 and July 28, 2012 were $6.0 million and $5.8 million, respectively, related to this vendor. Included in cost of sales for the 26-week periods ended August 3, 2013 and July 28, 2012 were $12.2 million and $11.6 million, respectively, related to this vendor. Payable amounts outstanding to this vendor were approximately $2.4 million and $1.7 million as of August 3, 2013 and July 28, 2012, respectively. The Company’s payable terms with this vendor are consistent with the terms offered by other vendors in the ordinary course of business.

Forward Looking Statements

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the condensed consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company’s Annual Report on Form 10-K, filed April 18, 2013. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and under Part II, Item 1A — “Risk Factors”.

General

We are a specialty retailer of home décor and gifts in the United States, operating 317 stores in 35 states as of August 3, 2013. Our stores present a broad selection of distinctive merchandise, including framed art, mirrors, wall décor, candles and related items, lamps, decorative accessories, accent furniture, textiles, garden-related accessories and artificial floral products. Our stores also offer an extensive assortment of holiday merchandise during seasonal periods as well as items carried throughout the year suitable for gift-giving. In addition, we use innovative design and packaging to market home décor items as gifts. We provide our predominantly female customers an engaging shopping experience characterized by a diverse, ever-changing merchandise selection at prices which provide discernible value to the customer. Our stores offer a unique combination of style and value that has led to our emergence as a leader in home décor and has enabled us to develop a strong customer franchise.

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During the 13-week period ended August 3, 2013, we opened 6 new stores and closed 6 stores. The following table summarizes our stores and square footage under lease:

13-Week Period Ended August 3, 2013 Compared to the 13-Week Period Ended July 28, 2012

Results of operations. The table below sets forth selected results of our operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:

Net sales. Net sales increased 6.7% to $97.1 million for the second fiscal quarter of 2013 compared to $91.0 million for the prior year period. The impact of net new store growth contributed an increase to net sales of $6.3 million. This increase in net sales was partially offset by a decline in comparable store sales, including e-commerce sales, of 0.2%, which offset the quarter-on-quarter increase by $175,000. Comparable store sales decreased 3.6% in the prior year period. E-commerce net sales were up 26% versus the prior year period, while comparable store sales at brick-and-mortar stores were down 1.3%. For brick-and-mortar stores, the comparable store sales decrease was primarily due to a decrease in the number of transactions, partially offset by an increase in the average ticket. The decrease in transactions resulted from a decline in traffic, partially offset by a slight increase in conversion. The increase in the average ticket reflected an increase in the average retail price per item. The merchandise categories contributing most to the comparable store sales decline were art, floral, and decorative accessories partially offset by improved performance in mirrors, lamps and ornamental wall décor.

Gross profit. Gross profit as a percentage of net sales increased from 33.0% in the second quarter of 2012 to 36.7% in the second quarter of 2013. The overall increase in gross profit margin was primarily due to a higher merchandise margin, which increased from 49.7% in the second quarter of fiscal 2012 to 53.4% in the second quarter of fiscal 2013. Merchandise margin is calculated as net sales minus product cost of sales (including inbound freight), inventory shrinkage, and loyalty reward program discounts. Merchandise margin excludes outbound freight, store occupancy and central distribution costs. The increase in merchandise margin was primarily the result of a reduction in promotional activity and markdowns, slightly offset by higher inbound freight costs. Store occupancy costs, outbound freight costs, and central distribution expenses as a percentage of net sales were essentially flat in the second quarter of 2013 as compared to the prior year period.

Compensation and benefits. Compensation and benefits expenses for stores increased in dollars for the second quarter of fiscal 2013 as compared to the second quarter of 2012 due to increase in the store count, but decreased as a percentage of net sales versus the prior year period as a result of better store-level payroll management. At the corporate level, the compensation and benefits ratio increased over the prior year period primarily due to increased incentive pay accruals.

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Other operating expenses. Other operating expenses increased in dollars versus the prior year period, but remained flat as a percentage of net sales. This is due primarily to a reduction in insurance claims and related costs, offset by an increase in advertising spend.

Depreciation. The increase in depreciation as a percentage of sales reflects an increase in capital expenditures in recent fiscal years and the implementation of major technology upgrades during fiscal 2012.

Income tax expense. We recorded income tax benefit of approximately $516,000, or 47.2% of pre-tax loss during the second quarter of fiscal 2013, versus a tax benefit of approximately $2.0 million, or 49.7% of pre-tax loss, in the prior year quarter.

Net income and earnings per share. As a result of the foregoing, we reported net loss of $577,000, or $0.03 per diluted share, for the second quarter of fiscal 2013 as compared to net loss of $2.0 million, or $0.11 per diluted share, for the second quarter of fiscal 2012.

26-Week Period Ended August 3, 2013 Compared to the 26-Week Period Ended July 28, 2012

Results of operations. The table below sets forth selected results of our operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:

Net sales. Net sales increased 5.1% to $198.4 million for the first half of fiscal 2013 compared to $188.8 million for the prior year period. The impact of net new store growth contributed an increase to net sales of $11.9 million. This increase in net sales was partially offset by a decline in comparable store sales, including e-commerce sales, of 1.3%, which offset the year-over-year increase by $2.3 million. Comparable store sales decreased 2.4% in the prior year period. E-commerce net sales were up 22.6% versus the prior year period, while comparable store sales at brick-and-mortar stores were down 2.2%. For brick-and-mortar stores, the comparable store sales decrease was primarily due to a decrease in number of transactions, partially offset by an increase in the average ticket. The decrease in transactions resulted from a decline in traffic, partially offset by an increase in conversion. The increase in the average ticket reflected an increase in average retail selling price coupled with a slight increase in items sold per transaction. The merchandise categories contributing most to the comparable store sales decline were art, furniture, floral and frames and were partially offset by improved performance in mirrors and lamps.

Gross profit. Gross profit as a percentage of net sales increased from 36.3% in the first half of 2012 to 37.8% in the first half of 2013. The overall increase in gross profit margin was primarily due to a higher merchandise margin, which increased from 52.7% in the first half of fiscal 2012 to 54.3% in the first half of fiscal 2013. Merchandise margin is calculated as net sales minus product cost of sales (including inbound freight), inventory shrinkage, and loyalty reward program discounts. Merchandise margin excludes outbound freight, store occupancy and central distribution costs. The increase in merchandise margin was primarily the result of a reduction in promotional activity and markdowns, slightly offset by higher inbound freight costs. Store occupancy costs, outbound freight costs, and central distribution expenses as a percentage of net sales were essentially flat in the first half of 2013 as compared to the prior year period.

Compensation and benefits. Compensation and benefits expenses for stores increased in dollars as a result of an increase in store count, but remained flat for the first half of fiscal 2013 as compared to the first half of 2012 due to better store-level payroll management. At the corporate level, the compensation and benefits ratio increased over the prior year period primarily due to increased incentive pay accruals.

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Other operating expenses. Other operating expenses increased in dollars, but decreased as a percentage of net sales versus the prior year period due primarily to a reduction in insurance claims and related costs.

Depreciation. The increase in depreciation as a percentage of sales reflects an increase in capital expenditures in recent fiscal years and the implementation of major technology upgrades during fiscal 2012.

Income tax expense. We recorded income tax expense of approximately $541,000, or 31.1% of pre-tax income during the first half of fiscal 2013, versus a tax benefit of approximately $759,000, or 94.8% of pre-tax loss, in the prior year period.

Net income and earnings per share. As a result of the foregoing, we reported net income of $1.2 million, or $0.07 per diluted share, for the first half of fiscal 2013 as compared to net loss of $42,000, or $0.00 per diluted share, for the first half of fiscal 2012.

Liquidity and Capital Resources

Our principal capital requirements are for working capital and capital expenditures. Working capital consists mainly of merchandise inventories offset by accounts payable, which typically reach their peak by the early portion of the fourth quarter of each fiscal year. Capital expenditures primarily relate to new store openings; existing store expansions, remodels or relocations; and purchases of equipment or information technology assets for our stores, distribution facilities and corporate headquarters. Historically, we have funded our working capital and capital expenditure requirements with internally generated cash and borrowings under our credit facility.

Cash flows from operating activities. Net cash provided by operating activities was approximately $2.0 million for the first half of fiscal 2013, compared to net cash used in operating activities of $2.4 million for the first half of 2012. Cash flows from operating activities depend heavily on operating performance, changes in working capital and the timing and amount of payments for income taxes. The change in the amount of cash provided by operations as compared to the prior year period was primarily the result of improved operating performance and a $1.5 million decrease in income taxes paid, partially offset by higher inventory levels.

Cash flows from investing activities. Net cash used in investing activities for the first half of fiscal 2013 consisted of $6.8 million in capital expenditures as compared to $14.8 million in capital expenditures for the prior year period. The capital expenditures in both periods primarily related to new store construction and information technology assets. During the first half of fiscal 2013, we opened six stores compared to 15 stores during the first half of fiscal 2012. We expect that capital expenditures for all of fiscal 2013 will be approximately $19 to $21 million, primarily to fund the leasehold improvements of new stores, make improvements in our information technology infrastructure, and maintain our investments in existing stores and our distribution center.

Cash flows from financing activities. Net cash provided by financing activities was approximately $554,000 for the first half of fiscal 2013, and related to the exercise of employee stock options, the vesting of restricted stock units, employee stock purchases, and the related tax benefits. Net cash used in financing activities was approximately $16.4 million for the first half of fiscal 2012, and primarily related to the repurchase and retirement of common stock.

Revolving credit facility. On August 19, 2011, we entered into an Amended and Restated Credit Agreement, dated as of August 19, 2011 (the “Credit Agreement”), with Bank of America, N.A. as administrative agent and collateral agent, and the lenders named therein (the “Lenders”), replacing our prior credit agreement entered into in 2004. The Credit Agreement increased our senior secured revolving credit facility from $45 million to $50 million and extended the maturity date to August 2016. Borrowings under the facility bear interest at an annual rate equal to LIBOR plus a margin ranging from 175 to 225 basis points with no LIBOR floor. Additionally, a fee of 0.375% per annum is assessed on the unused portion of the facility.

Pursuant to the Credit Agreement, borrowings are subject to certain customary conditions and contain customary events of default, including, without limitation, failure to make payments, a cross-default to certain other debt, breaches of covenants, breaches of representations and warranties, a change in control, certain monetary judgments and bankruptcy and ERISA events. Upon any such event of default, the principal amount of any unpaid loans and all other obligations under the Credit Agreement may be declared immediately due and payable. The maximum availability under the facility is limited by a borrowing base formula which consists of a percentage of eligible inventory and eligible credit card receivables, less reserves.

Also on August 19, 2011, we entered into an Amended and Restated Security Agreement, dated as of August 19, 2011 with our Lenders. Pursuant to the Security Agreement, we pledged and granted to the administrative agent, for the benefit of itself and the secured parties specified therein, a lien on and security interest in all of the rights, title and interest in substantially all of our assets to secure the payment and performance of the obligations under the Credit Agreement.

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As of August 3, 2013, we were in compliance with the covenants in the facility and there were no outstanding borrowings under the credit facility, with approximately $35.1 million available for borrowing.

At August 3, 2013, our balance of cash and cash equivalents was approximately $63.5 million. We do not anticipate any borrowings under the credit facility during fiscal 2013. We believe that the combination of our cash balances and cash flow from operations will be sufficient to fund our planned capital expenditures and working capital requirements for at least the next twelve months.

Related Party Transactions

In July 2009, we entered into an agreement with a related party vendor to purchase merchandise inventory. The vendor is considered a related party for financial reporting purposes because its principal is the spouse of our Vice President of Merchandising. During the 13-week periods ended August 3, 2013 and July 28, 2012, purchases from this vendor totaled approximately $7.0 million, or 14% of total merchandise purchases, and $5.6 million, or 11% of merchandise purchases, respectively. During the 26-week periods ended August 3, 2013 and July 28, 2012, purchases from this vendor totaled approximately $13.4 million, or 14% of total merchandise purchases, and $11.4 million, or 12% of merchandise purchases, respectively. Included in cost of sales for the 13-week periods ended August 3, 2013 and July 28, 2012 were $6.0 million and $5.8 million, respectively, related to this vendor. Included in cost of sales for the 26-week periods ended August 3, 2013 and July 28, 2012 were $12.2 million and $11.6 million, respectively, related to this vendor. Payable amounts outstanding to this vendor were approximately $2.4 million and $1.7 million as of August 3, 2013 and July 28, 2012, respectively. Our payable terms with this vendor are consistent with the terms offered by other vendors in the ordinary course of business.

Significant Contractual Obligations and Commercial Commitments

Construction commitments

The Company had commitments for new store construction projects totaling approximately $1.2 million at August 3, 2013.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies during fiscal 2013. Refer to our Annual Report on Form 10-K for the fiscal year ended February 2, 2013, for a summary of our critical accounting policies.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

The following information is provided pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Certain statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q are “forward-looking statements” made pursuant to these provisions. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Words such as “should,” “likely to,” “forecasts,” “strategy,” “goal,” “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may identify such forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from the results projected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The factors listed below under the heading “Risk Factors” and in the other sections of this Form 10-Q provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.

These forward-looking statements speak only as of the date of this report and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

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We caution readers that the following important factors, among others, have in the past, in some cases, affected and could in the future affect our actual results of operations and cause our actual results to differ materially from the results expressed in any forward-looking statements made by us or on our behalf.

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The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. There have been no material changes in the market risk factors from those disclosed in the Company’s Form 10-K for the year ended February 2, 2013.

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15(d)-(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) have concluded that as of August 3, 2013 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Change in internal controls over financial reporting. There have been no changes in internal controls over financial reporting identified in connection with the foregoing evaluation that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

The Company is party to pending legal proceedings and claims. Although the outcome of such proceedings and claims cannot be determined with certainty, the Company’s management is of the opinion that it is unlikely that these proceedings and claims in excess of insurance coverage will have a material effect on the financial condition, operating results or cash flows of the Company.

In addition to factors set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cautionary Statement for Purposes of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995,” in Part I — Item 2 of this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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