Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-32545
DSW INC.
(Exact name of registrant as specified in its charter)
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Ohio
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31-0746639 |
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer Identification No.) |
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810 DSW Drive, Columbus, Ohio
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43219 |
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(Address of principal executive offices)
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(Zip Code) |
(614) 237-7100
Registrants telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
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. þ Yes o 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). o Yes o 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. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
The number of outstanding Class A Common Shares, without par value, as of November 30, 2009 was
16,473,905 and Class B Common Shares, without par value, as of November 30, 2009 was
27,702,667.
DSW INC.
TABLE OF CONTENTS
1
Part I. FINANCIAL INFORMATION
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Item 1. |
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Financial Statements |
DSW INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(unaudited)
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October 31, |
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January 31, |
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2009 |
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2009 |
|
ASSETS |
Cash and equivalents |
|
$ |
96,491 |
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$ |
54,782 |
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Short-term investments, net |
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169,429 |
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101,404 |
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Accounts receivable, net |
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5,256 |
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6,851 |
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Accounts receivable from related parties, net |
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141 |
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336 |
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Inventories |
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289,395 |
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244,008 |
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Prepaid expenses and other current assets |
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21,819 |
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24,790 |
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Deferred income taxes |
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28,855 |
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21,876 |
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Total current assets |
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611,386 |
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454,047 |
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Property and equipment, net |
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213,776 |
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233,366 |
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Goodwill |
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25,899 |
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25,899 |
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Tradenames and other intangibles, net |
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3,028 |
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3,668 |
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Deferred income taxes and other assets |
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3,686 |
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4,217 |
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Total assets |
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$ |
857,775 |
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$ |
721,197 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
Accounts payable |
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$ |
141,307 |
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$ |
92,912 |
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Accounts payable to related parties |
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2,187 |
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2,299 |
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Accrued expenses: |
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Compensation |
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21,054 |
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9,971 |
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Taxes |
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40,221 |
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10,228 |
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Gift cards and merchandise credits |
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13,716 |
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15,491 |
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Other |
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30,595 |
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27,425 |
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Total current liabilities |
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249,080 |
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158,326 |
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Deferred income taxes and other non-current liabilities |
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95,852 |
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97,287 |
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Shareholders equity: |
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Class A Common Shares, no par value; 170,000,000 authorized; 16,468,445 and 16,315,746
issued and outstanding, respectively |
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299,483 |
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294,222 |
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Class B Common Shares, no par value; 100,000,000 authorized; 27,702,667 and 27,702,667
issued and outstanding, respectively |
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Preferred Shares, no par value; 100,000,000 authorized; no shares issued or outstanding |
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Retained earnings |
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213,360 |
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172,017 |
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Accumulated other comprehensive loss |
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(655 |
) |
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Total shareholders equity |
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512,843 |
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465,584 |
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Total liabilities and shareholders equity |
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$ |
857,775 |
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$ |
721,197 |
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The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.
2
DSW INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
(unaudited)
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Three months ended |
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Nine months ended |
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October 31, |
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November 1, |
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October 31, |
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November 1, |
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2009 |
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2008 |
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2009 |
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2008 |
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Net sales |
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$ |
444,621 |
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$ |
391,355 |
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$ |
1,199,957 |
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$ |
1,114,794 |
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Cost of sales |
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(297,462 |
) |
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(282,280 |
) |
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(850,029 |
) |
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(807,578 |
) |
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Gross profit |
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147,159 |
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109,075 |
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349,928 |
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307,216 |
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Operating expenses |
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(102,438 |
) |
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(88,158 |
) |
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(281,743 |
) |
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(252,614 |
) |
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Operating profit |
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44,721 |
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20,917 |
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68,185 |
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54,602 |
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Interest expense |
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(176 |
) |
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(270 |
) |
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(547 |
) |
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(848 |
) |
Interest income |
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621 |
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956 |
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1,824 |
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2,677 |
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Interest income, net |
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445 |
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686 |
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1,277 |
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1,829 |
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Non-operating expense, net |
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(754 |
) |
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(621 |
) |
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Earnings before income taxes |
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44,412 |
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21,603 |
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68,841 |
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56,431 |
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Income tax provision |
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(17,781 |
) |
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(8,425 |
) |
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(27,498 |
) |
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(22,008 |
) |
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Net income |
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$ |
26,631 |
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$ |
13,178 |
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$ |
41,343 |
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$ |
34,423 |
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Basic and diluted earnings per share: |
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Basic |
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$ |
0.60 |
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$ |
0.30 |
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$ |
0.94 |
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$ |
0.78 |
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Diluted |
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$ |
0.60 |
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$ |
0.30 |
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$ |
0.93 |
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$ |
0.78 |
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Shares used in per share calculations: |
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Basic |
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44,144 |
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|
44,011 |
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44,079 |
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43,992 |
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Diluted |
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|
44,486 |
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44,240 |
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|
44,398 |
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|
44,210 |
|
The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.
3
DSW INC.
CONDENSED CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY
(in thousands)
(unaudited)
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Number of |
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Accumulated |
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Class A |
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Class B |
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Class A |
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Class B |
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Other |
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Common |
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Common |
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Common |
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Common |
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Retained |
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Comprehensive |
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Shares |
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Shares |
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Shares |
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Shares |
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Earnings |
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Loss |
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Total |
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Balance, February 2, 2008 |
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16,264 |
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|
27,703 |
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$ |
288,365 |
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$ |
|
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|
$ |
145,115 |
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$ |
|
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|
$ |
433,480 |
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Net income |
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34,423 |
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34,423 |
|
Unrealized loss on
available-for-sale securities,
net of tax benefit of $616 |
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|
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|
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|
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|
(941 |
) |
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(941 |
) |
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Total comprehensive income |
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|
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|
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33,482 |
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|
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|
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|
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|
Stock units granted |
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|
44 |
|
|
|
|
|
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|
592 |
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|
|
|
|
|
|
|
|
|
|
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|
592 |
|
Exercise of stock options |
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1 |
|
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|
17 |
|
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|
|
|
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|
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|
|
|
|
17 |
|
Tax shortfall related to
restricted stock unit exercises |
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|
(24 |
) |
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|
|
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(24 |
) |
Vesting of restricted stock
units, net of settlement of
taxes |
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2 |
|
|
|
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|
(13 |
) |
|
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|
|
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|
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|
|
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|
(13 |
) |
Stock based compensation expense,
before related tax effects |
|
|
|
|
|
|
|
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|
3,252 |
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|
|
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|
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|
|
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|
3,252 |
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|
|
|
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|
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Balance, November 1, 2008 |
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|
16,311 |
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|
27,703 |
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|
$ |
292,189 |
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|
$ |
|
|
|
$ |
179,538 |
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|
$ |
(941 |
) |
|
$ |
470,786 |
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|
Balance, January 31, 2009 |
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|
16,316 |
|
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|
27,703 |
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|
$ |
294,222 |
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|
$ |
|
|
|
$ |
172,017 |
|
|
$ |
(655 |
) |
|
$ |
465,584 |
|
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|
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Net income |
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|
|
|
|
|
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|
41,343 |
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|
|
|
|
|
|
41,343 |
|
Unrealized loss on
available-for-sale securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(99 |
) |
|
|
(99 |
) |
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of unrealized
losses on available-for-sale
securities to an
other-than-temporary impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
754 |
|
|
|
754 |
|
Stock units granted |
|
|
46 |
|
|
|
|
|
|
|
584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
584 |
|
Exercise of stock options |
|
|
52 |
|
|
|
|
|
|
|
641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
641 |
|
Vesting of restricted stock
units, net of settlement of
taxes |
|
|
54 |
|
|
|
|
|
|
|
(177 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(177 |
) |
Stock based compensation expense,
before related tax effects |
|
|
|
|
|
|
|
|
|
|
4,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,213 |
|
|
|
|
|
|
|
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|
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|
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|
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|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2009 |
|
|
16,468 |
|
|
|
27,703 |
|
|
$ |
299,483 |
|
|
$ |
|
|
|
$ |
213,360 |
|
|
$ |
|
|
|
$ |
512,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.
4
DSW INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
41,343 |
|
|
$ |
34,423 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
34,415 |
|
|
|
24,409 |
|
Amortization of debt issuance costs |
|
|
88 |
|
|
|
88 |
|
Stock based compensation expense |
|
|
4,213 |
|
|
|
3,252 |
|
Deferred income taxes |
|
|
(5,572 |
) |
|
|
(4,511 |
) |
Loss on disposal of long-lived assets |
|
|
266 |
|
|
|
540 |
|
Impairment charges on long-lived assets |
|
|
481 |
|
|
|
1,586 |
|
Non-operating expense, net |
|
|
621 |
|
|
|
|
|
Grants of stock units |
|
|
584 |
|
|
|
592 |
|
Other |
|
|
(5,622 |
) |
|
|
(7,484 |
) |
Change in working capital, assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
|
(1,187 |
) |
|
|
2,455 |
|
Inventories |
|
|
(45,387 |
) |
|
|
(57,207 |
) |
Prepaid expenses and other current assets |
|
|
2,971 |
|
|
|
(716 |
) |
Accounts payable |
|
|
49,838 |
|
|
|
25,029 |
|
Proceeds from construction and tenant allowances |
|
|
6,680 |
|
|
|
14,928 |
|
Accrued expenses |
|
|
44,478 |
|
|
|
21,426 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
128,210 |
|
|
|
58,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Cash paid for property and equipment |
|
|
(18,671 |
) |
|
|
(66,599 |
) |
Purchases of available-for-sale investments |
|
|
(161,147 |
) |
|
|
(182,672 |
) |
Purchases of held-to-maturity investments |
|
|
(12,105 |
) |
|
|
(2,000 |
) |
Maturities and sales of available-for-sale investments |
|
|
101,106 |
|
|
|
174,213 |
|
Maturities and sales of held-to-maturity investments |
|
|
3,675 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(87,142 |
) |
|
|
(75,058 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
641 |
|
|
|
17 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
641 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and equivalents |
|
|
41,709 |
|
|
|
(16,231 |
) |
Cash and equivalents, beginning of period |
|
|
54,782 |
|
|
|
61,801 |
|
|
|
|
|
|
|
|
Cash and equivalents, end of period |
|
$ |
96,491 |
|
|
$ |
45,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for income taxes |
|
$ |
7,398 |
|
|
$ |
12,869 |
|
Noncash investing and operating activities |
|
|
|
|
|
|
|
|
(Decrease) increase in accounts payable and
accrued expenses from asset purchases |
|
$ |
(1,911 |
) |
|
$ |
116 |
|
(Decrease) in accounts payable related to
recovery from parent of impairment related to
certain shared service assets |
|
$ |
(1,818 |
) |
|
|
|
|
The
accompanying Notes are an integral part of the Condensed Consolidated Financial Statements.
5
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. |
|
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES |
|
|
Basis of Presentation- The accompanying unaudited condensed consolidated interim financial
statements should be read in conjunction with the Companys Annual Report on Form 10-K as filed
with the Securities and Exchange Commission (SEC) on April 1, 2009 (the 2008 Annual Report). |
|
|
In the opinion of management, the unaudited condensed consolidated interim financial statements
reflect all adjustments, consisting of normal recurring adjustments, which are necessary to
present fairly the consolidated financial position, results of operations and cash flows for the
periods presented. |
|
|
Business Operations- DSW Inc. (DSW) and its wholly-owned subsidiaries are herein referred to
collectively as DSW or the Company. DSWs Class A Common Shares are listed on the New York
Stock Exchange trading under the ticker symbol DSW. As of October 31, 2009, Retail Ventures,
Inc. (RVI or Retail Ventures) owned approximately 62.7% of DSWs outstanding Common Shares,
representing approximately 93.1% of the combined voting power of DSWs outstanding Common
Shares. |
|
|
As of October 31, 2009, DSW operated 306 stores located throughout the United States and
dsw.com. DSW stores and dsw.com offer a wide selection of better-branded dress, casual and
athletic footwear for men and women, as well as accessories. During the nine months ended
October 31, 2009, DSW opened nine new DSW stores, relocated one DSW store and closed one DSW
store. DSW also operates leased departments for four retailers in its leased department segment.
As of October 31, 2009, DSW operated leased departments in 266 Stein Mart stores, 66 Gordmans
stores, 23 Filenes Basement stores and one Frugal Fannies store. During the nine months ended
October 31, 2009, DSW added three leased departments and ceased operations in 24 leased
departments. DSW owns the merchandise, records sales of merchandise net of returns and sales
tax, owns the fixtures (except for Filenes Basement) and provides management oversight for
these locations. Stein Mart, Gordmans, Filenes Basement and Frugal Fannies provide the sales
associates. DSW pays a percentage of net sales as rent. |
|
|
Allowance for Doubtful Accounts- The Company monitors its exposure for losses and records
related allowances for doubtful accounts. Allowances are estimated based upon specific accounts
receivable balances, where a risk of default has been identified. As of October 31, 2009 and
January 31, 2009, the Companys allowance for doubtful accounts was $1.5 million and $0.8
million, respectively. The increase in the allowance was primarily related to the collectability
of a receivable from liquidating Filenes Basement. All references to liquidating Filenes
Basement refer to the entity remaining after the asset purchase by a subsidiary of Syms Corp
(Syms). All other references to Filenes Basement refer to the stores operated by Syms. |
|
|
Inventories- Merchandise inventories are stated at net realizable value, determined using the
first-in, first-out basis, or market, using the retail inventory method. The retail method is
widely used in the retail industry due to its practicality. Under the retail inventory method,
the valuation of inventories at cost and the resulting gross profits are calculated by applying
a calculated cost to retail ratio to the retail value of inventories. The cost of the inventory
reflected on the balance sheet is decreased by charges to cost of sales at the time the retail
value of the inventory is lowered through the use of markdowns, which are reductions in prices
due to customers perception of value. Hence, earnings are negatively impacted as the
merchandise is marked down prior to sale. |
|
|
Inherent in the calculation of inventories are certain significant management judgments and
estimates, including setting the original merchandise retail value, markdowns, and estimates of
losses between physical inventory counts, or shrinkage, which combined with the averaging
process within the retail method, can significantly impact the ending inventory valuation at
cost and the resulting gross profit. |
|
|
Tradenames and Other Intangible Assets, net- Tradenames and other intangible assets, net are
primarily comprised of values assigned to tradenames and leases at the time of RVIs acquisition
of the Company. The gross balance of tradenames and other intangible assets was $12.9 million at
both October 31, 2009 and January 31, 2009. Accumulated amortization for these assets was $9.9
million and $9.2 million as of October 31, 2009 and January 31, 2009, respectively. |
|
|
Amortization expense for each of the three and nine months ended October 31, 2009 and November
1, 2008 was $0.3 million and $0.7 million, respectively. Amortization associated with the net
carrying amount of intangible assets as of October 31,
2009 is estimated to be $0.2 million for the remainder of fiscal 2009, $0.9 million for each
fiscal year from fiscal 2010 through fiscal 2012 and $0.2 million in fiscal 2013. |
6
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
Customer Loyalty Program- The Company maintains a customer loyalty program for the DSW stores
and dsw.com in which program members earn reward certificates that result in discounts on future
purchases. Upon reaching the target-earned threshold, the members receive reward certificates
for these discounts which expire within six months. The Company accrues the anticipated
redemptions of the discount earned at the time of the initial purchase. To estimate these costs,
DSW is required to make assumptions related to customer purchase levels and redemption rates
based on historical experience. The accrued liability as of October 31, 2009 and January 31,
2009 was $9.3 million and $7.3 million, respectively. |
|
|
Deferred Rent- Many of the Companys operating leases contain predetermined fixed increases of
the minimum rentals during the initial lease terms. For these leases, the Company recognizes the
related rental expense on a straight-line basis over the original terms of the lease. The
Company records the difference between the amount charged to expense and the rent paid as
deferred rent and begins amortizing such deferred rent upon the delivery of the lease location
by the lessor. The deferred rent included in other non-current liabilities was $32.4 million and
$31.9 million as of October 31, 2009 and January 31, 2009, respectively. |
|
|
Construction and Tenant Allowances- The Company receives cash allowances from landlords, which
are deferred and amortized on a straight-line basis over the original terms of the lease as a
reduction of rent expense. Construction and tenant allowances are included in other non-current
liabilities and were $61.0 million and $63.7 million as of October 31, 2009 and January 31,
2009, respectively. |
|
|
Accumulated Other Comprehensive Loss- Accumulated other comprehensive loss of $0.7 million as of
January 31, 2009 related to the Companys unrealized losses on available-for-sale securities.
The Company believed it was more likely than not that it would not be able to utilize the
related deferred tax assets and recorded a valuation allowance against the related deferred tax
assets at January 31, 2009. For the nine months ended
October 31, 2009 and November 1, 2008, total comprehensive
income was $41.2 million and $33.5 million, respectively.
DSW reclassified the unrealized loss to an other-than-temporary
impairment and recognized the impairment charge in earnings. |
|
|
Sales and Revenue Recognition- Revenues from merchandise sales are recognized upon customer
receipt of merchandise, are net of returns and sales tax and are not recognized until
collectability is reasonably assured. For dsw.com, the Company estimates a time lag for
shipments to record revenue when the customer receives the goods and also includes revenue from
shipping and handling in net sales while the related costs are included in cost of sales. |
|
|
Revenue from gift cards is deferred and recognized upon redemption of the gift card. The
Companys policy is to recognize income from breakage of gift cards when the likelihood of
redemption of the gift card is remote. The Company recognized $0.2 million as miscellaneous
income from gift card breakage during both of the three months ended October 31, 2009 and
November 1, 2008, respectively, and DSW recognized $0.6 million and $0.5 million as
miscellaneous income from gift card breakage during the nine months ended October 31, 2009 and
November 1, 2008, respectively. |
|
|
Cost of Sales- In addition to the cost of merchandise, the Company includes in the cost of sales
expenses associated with warehousing (including depreciation), distribution and store occupancy
(excluding depreciation but including impairments). Warehousing costs are comprised of labor,
benefits and other labor-related costs associated with the operations of the distribution and
fulfillment centers. The non-labor costs associated with warehousing include rent, depreciation,
insurance, utilities, maintenance and other operating costs that are passed to the Company from
the landlord. Distribution costs include the transportation of merchandise to the distribution
and fulfillment centers, from the distribution center to the Companys stores and from the
fulfillment center to the customer. Store occupancy costs include rent, utilities, repairs,
maintenance, insurance, janitorial costs and occupancy-related taxes, which are primarily real
estate taxes passed to the Company by its landlords. |
|
|
Operating Expenses- Operating expenses include expenses related to store management and store
payroll costs, advertising, leased department operations, store depreciation and amortization,
new store advertising and other new store costs (which are expensed as incurred) and corporate
expenses. Corporate expenses include expenses related to buying, information technology,
depreciation expense for corporate cost centers, marketing, legal, finance, outside professional
services, customer service center expenses, allocable costs to and from Retail Ventures, payroll
and benefits for associates and payroll taxes. Corporate level expenses are primarily
attributable to operations at the corporate offices in Columbus, Ohio. |
|
|
Non-operating Expense, Net- Non-operating expense, net includes the realized gain on disposition
of investments and other-than-temporary impairments related to investments. |
7
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
Income Taxes- Income taxes are accounted for using the asset and liability method as required by
the Financial Accounting Standards Board (FASB). Under this method, deferred income taxes
arise from temporary differences between the tax bases of assets and liabilities and their
reported amounts in the financial statements. A valuation allowance is established against
deferred tax assets when it is more likely than not that some portion or all of the deferred tax
assets will not be realized. |
|
|
Recent Accounting Pronouncements |
|
|
In June 2009, the FASB issued Accounting Standard Codification (ASC) 105 Generally Accepted
Accounting Principles, or the Codification. The Codification is the sole source of authoritative
U.S. accounting and reporting standards recognized by the FASB. Rules and interpretive releases
of the SEC are also sources of authoritative GAAP. The Company adopted ASC 105 during the
quarter ended October 31, 2009. Upon adoption of ASC 105, references within financial statement
disclosures were modified to reference the Codification. |
|
|
In February 2008, the FASB issued an update which delays the effective date of the Fair Value
Measurements and Disclosures topic, ASC 820, for non-financial assets and liabilities that are
recognized or disclosed in the financial statements on a nonrecurring basis to fiscal years
beginning after November 15, 2008. ASC 820, which defines fair value, establishes a framework
for measuring fair value under generally accepted accounting principles (GAAP) and expands
disclosures about fair value measurements. The Company adopted this update on February 1, 2009.
Refer to Note 5 for additional information regarding the Companys fair value measurements. |
|
|
In April 2008, the FASB issued an update to the Goodwill and Other Intangible Assets topic that
removes the requirement to consider whether an intangible asset can be renewed without
substantial cost or material modifications to the existing terms and conditions, and replaces it
with a requirement that an entity consider its own historical experience in renewing similar
arrangements. The adoption of this update on February 1, 2009 did not have an impact on the
Companys consolidated financial statements. |
|
|
In June 2008, the FASB issued accounting guidance to address whether instruments granted in
share-based payment transactions are participating securities prior to vesting and, therefore,
need to be included in the earnings allocation in computing earnings per share. The adoption of
this accounting guidance on February 1, 2009 did not have an impact on the Companys
consolidated financial statements. |
|
|
In April 2009, the FASB issued accounting guidance which affirms that the objective of fair
value when the market for an asset is not active is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date under current market conditions. The accounting guidance provides guidance
for estimating fair value when the volume and level of market activity for an asset or liability
have significantly decreased and determining whether a transaction was orderly and applies to
all fair value measurements when appropriate. The adoption of this accounting guidance during
the quarter ended August 1, 2009 did not have an impact on the Companys consolidated financial
statements. |
|
|
In April 2009, the FASB issued updates to existing guidance for determining whether an
other-than-temporary impairment of debt securities has occurred. This guidance replaces the
existing requirement that an entitys management assert it has both the intent and ability to
hold an impaired security until recovery with a requirement that management assert (a) it does
not have the intent to sell the security, and (b) it is more likely than not it will not have to
sell the security before recovery of its cost basis. The adoption of this update during the
quarter ended August 1, 2009 did not have an impact on the Companys consolidated financial
statements. |
|
|
In April 2009, the FASB issued accounting guidance which requires an entity to provide the
annual disclosures required by the Financial Instruments topic, ASC 825 in its interim financial
statements. The adoption of this accounting guidance during the quarter ended August 1, 2009 did
not have an impact on the Companys consolidated financial statements. |
|
|
In May 2009, the FASB issued ASC 855, Subsequent Events. ASC 855 requires an entity to disclose
the date through which subsequent events have been evaluated, as well as whether that date is
the date the financial statements were issued or the date the financial statements were
available to be issued. This topic should not result in significant changes in the subsequent
events the Company reports, either through recognition or disclosure, in its financial
statements. The adoption of ASC 855 during the quarter ended August 1, 2009 did not have an
impact on the Companys consolidated financial statements. |
2. |
|
RELATED PARTY TRANSACTIONS |
|
|
Schottenstein Stores Corporation (SSC)- The Company leases certain store, office space and
distribution center locations owned by entities affiliated with SSC. Accounts receivable from
and payable to affiliates principally result from commercial transactions with entities owned or
affiliated with SSC or intercompany transactions with SSC. Related party receivables and
payables normally settle in the form of cash in 30 to 60 days. These related party balances as
of October 31, 2009 and January 31, 2009, were related party receivables of $0.1 million and
$0.3 million, respectively, and related party payables of $0.6 million and $0.7 million,
respectively. |
8
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
RVI- On April 21, 2009, Retail Ventures disposed of its Filenes Basement subsidiary to FB II
Acquisition Corp., a newly formed entity owned by the Buxbaum Group. As a result of this
disposal, liquidating Filenes Basement is no longer a related party and after this date
balances are no longer related party balances. Accounts receivable from liquidating Filenes
Basement of $1.8 million was included in the net related party payable as of January 31, 2009. |
|
|
Accounts payable to RVI of $1.6 million and $3.4 million as of October 31, 2009 and January 31,
2009, respectively, were primarily related to usage of RVIs net operating losses under the Tax
Separation Agreement and shared services. In the second quarter of fiscal 2009, DSW recovered
$1.8 million related to impairment of certain shared service assets from RVI as allowed under
the Amended and Restated Shared Service Agreement, which resulted in a reduction of the accounts
payable to RVI. |
|
|
Value City- On October 26, 2008, Value City filed for bankruptcy protection and announced that
it would close its remaining stores. DSW negotiated an agreement with Value City to continue to
provide services post bankruptcy filing, including risk management, financial services, benefits
administration, payroll and information technology services, in exchange for a weekly payment.
DSW received $0.3 million for the nine months ended October 31, 2009 related to services
provided post bankruptcy filing. DSW submitted a proof of claim in the bankruptcy proceeding
seeking payment in full of $6.7 million for all amounts owed, however, there is no assurance
that DSW can collect all or any of the amounts owed. Of its bankruptcy claim, DSW only
recognized a receivable of $0.8 million, which is fully reserved. |
3. |
|
STOCK BASED COMPENSATION |
|
|
DSW has a 2005 Equity Incentive Plan (the Plan) that provides for the issuance of equity
awards to purchase up to 7.6 million common shares, including stock options and restricted stock
units to management, key employees of DSW and affiliates, consultants (as defined in the Plan)
and directors of DSW. During the nine months ended October 31, 2009 and November 1, 2008, the
Company recorded stock based compensation expense of approximately $4.2 million and $3.3
million. |
|
|
Stock Options- The following table summarizes the Companys stock option activity (in
thousands): |
|
|
|
|
|
|
|
Nine months ended |
|
|
|
October 31, 2009 |
|
Outstanding, beginning of period |
|
|
2,125 |
|
Granted |
|
|
946 |
|
Exercised |
|
|
(52 |
) |
Forfeited |
|
|
(378 |
) |
|
|
|
|
Outstanding, end of period |
|
|
2,641 |
|
|
|
|
|
Exercisable, end of period |
|
|
856 |
|
|
|
|
|
|
|
|
The weighted-average grant date fair value of each option granted in the nine months ended
October 31, 2009 and November 1, 2008 was $5.10 and $5.89, respectively, per share. The
following table illustrates the weighted-average assumptions used in the Black-Scholes
option-pricing model for options granted in each of the periods presented. |
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
Assumptions: |
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
1.9 |
% |
|
|
2.8 |
% |
Expected volatility of DSW common stock |
|
|
57.6 |
% |
|
|
48.1 |
% |
Expected option term |
|
4.9 years |
|
|
4.9 years |
|
Expected dividend yield |
|
|
0.0 |
% |
|
|
0.0 |
% |
9
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
|
|
Restricted Stock Units- The following table summarizes the Companys restricted stock unit
activity (in thousands): |
|
|
|
|
|
|
|
Nine months ended |
|
|
|
October 31, 2009 |
|
Outstanding, beginning of period |
|
|
226 |
|
Granted |
|
|
179 |
|
Vested |
|
|
(73 |
) |
Forfeited |
|
|
(63 |
) |
|
|
|
|
Outstanding, end of period |
|
|
269 |
|
|
|
|
|
|
|
The total aggregate intrinsic value of nonvested restricted stock units as of October 31, 2009
was $5.2 million. As of October 31, 2009, the total compensation cost related to nonvested
restricted stock units not yet recognized was approximately $2.5 million with a weighted average
expense recognition period remaining of 1.8 years. The weighted average exercise price for all
restricted stock units is zero. |
|
|
Director Stock Units- DSW issues stock units to directors who are not employees of DSW or RVI.
During the nine months ended October 31, 2009 and November 1, 2008, DSW granted 45,895 and
43,887 director stock units, respectively, and expensed $0.6 million in each respective nine
month period for these grants. As of October 31, 2009, 129,096 director stock units had been
issued and no director stock units had been settled. |
|
|
The Company determines the appropriate balance sheet classification of its investments at the
time of purchase and evaluates the classification at each balance sheet date. If the Company has
the intent and ability to hold the investments to maturity, investments are classified as
held-to-maturity. Held-to-maturity securities are stated at amortized cost plus accrued
interest. As of October 31, 2009, the Company had held-to-maturity investments of $8.4 million
in tax exempt term notes that mature within the next year. All other investments are classified
as available-for-sale and stated at current market value. |
|
|
Short-term investments classified as available-for-sale as of October 31, 2009 and January 31,
2009 include tax exempt, tax advantaged and taxable bonds, variable rate demand notes, tax
exempt commercial paper and certificates of deposit. The Company also participates in the
Certificate of Deposit Account Registry Service® (CDARS). CDARS provides FDIC
insurance on deposits of up to $50.0 million. Certificates of deposit mature every 28 to 182
days. The other types of short-term investments generally have interest reset dates of every 7
days. Despite the long-term nature of the stated contractual maturities of certain short-term
investments, the Company has the ability to quickly liquidate these securities. As a result, the
Company has classified these securities as available-for-sale. |
|
|
As of October 31, 2009, the Company reclassified its auction rate security as long-term and the
unrealized loss on its auction rate security from a temporary to an other-than-temporary
impairment. The Company believes the impairment is other-than-temporary due to the financial
condition and future business prospects of the underlying issuer, as well as the duration of the
impairment. The Company received preferred shares as distributions-in-kind on two of its auction
rate securities and sold these preferred shares for a net realized gain of $0.1 million in
fiscal 2009. |
10
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table discloses the major categories of the Companys investments as of October
31, 2009 and January 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments, net |
|
|
Long-term investments, net |
|
|
|
October 31, |
|
|
January 31, |
|
|
October 31, |
|
|
January 31, |
|
|
|
2009 |
|
|
2009 |
|
|
2009 |
|
|
2009 |
|
|
|
(in thousands) |
|
Available-for-sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax exempt, tax advantaged and taxable bonds |
|
$ |
125,639 |
|
|
$ |
65,829 |
|
|
|
|
|
|
|
|
|
Variable rate demand notes |
|
|
13,160 |
|
|
|
16,580 |
|
|
|
|
|
|
|
|
|
Tax exempt commercial paper |
|
|
7,200 |
|
|
|
2,000 |
|
|
|
|
|
|
|
|
|
Certificates of deposit |
|
|
15,000 |
|
|
|
14,000 |
|
|
|
|
|
|
|
|
|
Auction rate securities |
|
|
|
|
|
|
3,650 |
|
|
$ |
2,500 |
|
|
$ |
2,400 |
|
Other-than-temporary impairment included in earnings |
|
|
|
|
|
|
|
|
|
|
(754 |
) |
|
|
(1,134 |
) |
Unrealized losses included in accumulated other
comprehensive loss |
|
|
|
|
|
|
(655 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale investments |
|
|
160,999 |
|
|
|
101,404 |
|
|
|
1,746 |
|
|
|
1,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax exempt term notes |
|
|
8,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
169,429 |
|
|
$ |
101,404 |
|
|
$ |
1,746 |
|
|
$ |
1,266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. |
|
FAIR VALUE MEASUREMENTS |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
Therefore, fair value is a market-based measurement based on assumptions of the market
participants. As a basis for these assumptions, DSW classifies its fair value measurements under
the following fair value hierarchy:
|
|
|
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or
liabilities that are publicly accessible. Active markets have frequent transactions with
enough volume to provide ongoing pricing information. |
|
|
|
|
Level 2 inputs are other than level 1 inputs that are directly or indirectly observable.
These can include unadjusted quoted prices for similar assets or liabilities in active
markets, unadjusted quoted prices for identical assets or liabilities in inactive markets
or other observable inputs. |
|
|
|
|
Level 3 inputs are unobservable inputs. |
Financial assets and liabilities measured at fair value on a recurring basis as of October 31,
2009 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of |
|
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents |
|
$ |
96,491 |
|
|
$ |
96,491 |
|
|
|
|
|
|
|
|
|
Short-term investments, net |
|
|
169,429 |
|
|
|
|
|
|
$ |
169,429 |
|
|
|
|
|
Long-term investments, net |
|
|
1,746 |
|
|
|
|
|
|
|
|
|
|
$ |
1,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
267,666 |
|
|
$ |
96,491 |
|
|
$ |
169,429 |
|
|
$ |
1,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and equivalents primarily represent cash deposits and investments in money market funds
held with financial institutions, as well as credit card receivables that settle in fewer than
three days. The Companys investment in an auction rate security is recorded at fair value using
an income approach valuation model that uses level 3 inputs such as the financial condition of
the issuers of the underlying securities, expectations regarding the next successful auction,
risks in the auction rate securities market and other various assumptions. The Companys other
types of investments are valued using a market based approach using level 2 inputs such as
prices of similar assets in active markets.
11
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The activity related to level 3 fair value measurements for the three months ended October 31,
2009 is summarized below:
|
|
|
|
|
|
|
|
|
|
|
Short-term |
|
|
Long-term |
|
|
|
investments, net |
|
|
investments, net |
|
|
|
(in thousands) |
|
Carrying value as of August 1, 2009 |
|
$ |
1,771 |
|
|
|
|
|
Transfers between short-term and long-term investments, net |
|
|
(1,771 |
) |
|
$ |
1,771 |
|
Reclassification of unrealized losses on
available-for-sale securities to an other-than-temporary
impairment |
|
|
|
|
|
|
729 |
|
Other-than-temporary impairment included in earnings |
|
|
|
|
|
|
(754 |
) |
|
|
|
|
|
|
|
Carrying value as of October 31, 2009 |
|
$ |
|
|
|
$ |
1,746 |
|
|
|
|
|
|
|
|
The activity related to level 3 fair value measurements for the nine months ended October 31,
2009 is summarized below:
|
|
|
|
|
|
|
|
|
|
|
Short-term |
|
|
Long-term |
|
|
|
investments, net |
|
|
investments, net |
|
|
|
(in thousands) |
|
Carrying value as of January 31, 2009 |
|
$ |
1,845 |
|
|
$ |
1,266 |
|
Transfer out of level 3 |
|
|
|
|
|
|
(1,266 |
) |
Transfers between short-term and long-term investments, net |
|
|
(1,845 |
) |
|
|
1,845 |
|
Reclassification of unrealized losses on
available-for-sale securities to an other-than-temporary
impairment |
|
|
|
|
|
|
655 |
|
Other-than-temporary impairment included in earnings |
|
|
|
|
|
|
(754 |
) |
|
|
|
|
|
|
|
Carrying value as of October 31, 2009 |
|
$ |
|
|
|
$ |
1,746 |
|
|
|
|
|
|
|
|
Non-financial assets and liabilities measured at fair value on a nonrecurring basis as of
October 31, 2009 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of |
|
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
(in thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets to be held and used |
|
$ |
762 |
|
|
|
|
|
|
|
|
|
|
$ |
762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
762 |
|
|
|
|
|
|
|
|
|
|
$ |
762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-lived assets to be held and used with a carrying amount of $1.3 million were written down
to their fair value of $0.8 million, resulting in an impairment charge of $0.5 million, which
was included in earnings for the nine months ended October 31, 2009. The impairment charge does
not include any impairment related to the shared service assets as RVI fully reimbursed DSW for
the impairment.
The Company periodically evaluates the carrying amount of its long-lived assets, primarily
property and equipment, and finite life intangible assets when events and circumstances warrant
such a review to ascertain if any assets have been impaired. The carrying amount of a long-lived
asset or asset group is considered impaired when the carrying value of the asset or asset group
exceeds the expected future cash flows from the asset or asset group. The Company reviews are
conducted at the lowest identifiable level, which includes a store. The impairment loss
recognized is the excess of the carrying value of the asset or asset group over its fair value,
based on a discounted cash flow analysis using a discount rate determined by management. Should
an impairment loss be realized, it will generally be included in cost of sales. The impairment
charges were recorded within the DSW reportable segment.
12
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Basic earnings per share are based on net income and a simple weighted average of Class A and
Class B common shares and director stock units outstanding. Diluted earnings per share are
calculated using the treasury stock method and reflect the potential
dilution of Class A common shares related to outstanding stock options and restricted stock units. The numerator for the
diluted earnings per share calculation is net income. The denominator is the weighted average
diluted shares outstanding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
October 31, |
|
|
November 1, |
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
|
(in thousands) |
|
Weighted average shares outstanding |
|
|
44,144 |
|
|
|
44,011 |
|
|
|
44,079 |
|
|
|
43,992 |
|
Assumed exercise of dilutive stock options |
|
|
70 |
|
|
|
|
|
|
|
23 |
|
|
|
|
|
Assumed exercise of dilutive restricted stock units |
|
|
272 |
|
|
|
229 |
|
|
|
296 |
|
|
|
218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares for computation of diluted
earnings per share |
|
|
44,486 |
|
|
|
44,240 |
|
|
|
44,398 |
|
|
|
44,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase 1.8 million and 1.4 million common shares were outstanding as of October 31,
2009 and November 1, 2008, respectively, but were not included in the computation of diluted
earnings per share because the options exercise prices were greater than the average market
price of the common shares for the period, and therefore, the effect would be anti-dilutive.
7. |
|
DSW $150 MILLION CREDIT FACILITY |
The Company has a $150 million secured revolving credit facility with a term of five years that
will expire on July 5, 2010. Under this facility, the Company and its subsidiaries are named as
co-borrowers. The facility has borrowing base restrictions and provides for borrowings at
variable interest rates based on LIBOR, the prime rate and the Federal Funds effective rate,
plus a margin. The Companys obligations under this facility are secured by a lien on
substantially all of its and one of its subsidiarys personal property and a pledge of its
shares of DSW Shoe Warehouse, Inc. (DSWSW). In addition, the secured revolving credit facility
contains usual and customary restrictive covenants relating to the management and the operation
of the business. These covenants, among other things, restrict the Companys ability to grant
liens on its assets, incur additional indebtedness, open or close stores, pay cash dividends and
redeem its stock, enter into transactions with affiliates and merge or consolidate with another
entity. In addition, if at any time the Company utilizes over 90% of its borrowing capacity
under the facility, the Company must comply with a fixed charge coverage ratio test set forth in
the facility documents. The Company intends to refinance the credit facility on a long-term
basis. As of October 31, 2009 and January 31, 2009, the Company had no outstanding borrowings
and had availability under the facility of $139.2 million and $132.3 million, respectively. The
Company had outstanding letters of credit of $10.8 million and $17.7 million, respectively, as
of October 31, 2009 and January 31, 2009.
The provision for income taxes is based on the current estimate of the annual effective tax rate
and is adjusted as necessary for quarterly events. The Companys effective tax rate was 40.0%
and 39.0%, respectively, for the three months ended October 31, 2009 and November 1, 2008 and
39.9% and 39.0%, respectively, for the nine months ended October 31, 2009 and November 1, 2008.
Consistent with its historical financial reporting, the Company has elected to classify interest
expense related to income tax liabilities, when applicable, as part of the interest expense in
its condensed consolidated statements of income rather than income tax expense. The Company will
continue to classify income tax penalties as part of operating expenses in its condensed
consolidated statements of income.
13
DSW INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company is managed in three operating segments: DSW stores, dsw.com and leased departments.
DSW stores and dsw.com have been aggregated and are presented as one reportable segment, the DSW
segment, based on their similar economic characteristics, products, production processes, target
customers and distribution methods. The Company has identified such segments based on internal
management reporting and management responsibilities and measures segment profit as gross
profit, which is defined as net sales less cost of sales. All operations are located in the
United States. The goodwill balance of $25.9 million outstanding as of October 31, 2009 and
January 31, 2009 is recorded in the DSW segment related to the DSW stores operating segment. The
tables below present segment information for the Companys two reportable segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leased |
|
|
|
|
|
|
DSW |
|
|
departments |
|
|
Total |
|
|
|
(in thousands) |
|
Three months ended October 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
407,186 |
|
|
$ |
37,435 |
|
|
$ |
444,621 |
|
Gross profit |
|
|
139,550 |
|
|
|
7,609 |
|
|
|
147,159 |
|
Capital expenditures |
|
|
3,605 |
|
|
|
31 |
|
|
|
3,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended November 1, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
350,066 |
|
|
$ |
41,289 |
|
|
$ |
391,355 |
|
Gross profit |
|
|
101,597 |
|
|
|
7,478 |
|
|
|
109,075 |
|
Capital expenditures |
|
|
22,758 |
|
|
|
48 |
|
|
|
22,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended October 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
1,086,514 |
|
|
$ |
113,443 |
|
|
$ |
1,199,957 |
|
Gross profit |
|
|
328,448 |
|
|
|
21,480 |
|
|
|
349,928 |
|
Capital expenditures |
|
|
16,703 |
|
|
|
73 |
|
|
|
16,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended November 1, 2008: |
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
986,841 |
|
|
$ |
127,953 |
|
|
$ |
1,114,794 |
|
Gross profit |
|
|
285,283 |
|
|
|
21,933 |
|
|
|
307,216 |
|
Capital expenditures |
|
|
66,427 |
|
|
|
305 |
|
|
|
66,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
794,493 |
|
|
$ |
63,282 |
|
|
$ |
857,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2009: |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
659,876 |
|
|
$ |
61,321 |
|
|
$ |
721,197 |
|
10. |
|
COMMITMENTS AND CONTINGENCIES |
The Company is involved in various legal proceedings that are incidental to the conduct of its
business. The Company estimates the range of liability related to pending litigation where the
amount of the range of loss can be estimated. The Company records its best estimate of a loss
when the loss is considered probable. When a liability is probable and there is a range of
estimated loss, the Company records the most likely estimated liability related to the claim.
In the opinion of management, the amount of any potential liability with respect to current
legal proceedings will not be material to the Companys results of operations or financial
condition. As additional information becomes available, the Company will assess the potential
liability related to its pending litigation and revise the estimates as needed. Revisions in
its estimates and potential liability could materially impact the Companys future results of
operations and financial condition.
The Company has evaluated subsequent events through December 3, 2009, the date the Companys
financial statements were issued.
On September 25, 2009, RVI and DSW entered into a settlement agreement (the Settlement
Agreement) with liquidating Filenes Basement and its related debtors and the Official
Committee of Unsecured Creditors appointed in the Chapter 11 case for the debtors. On November
3, 2009, the Settlement Agreement was approved by the Bankruptcy Court for the District of
Delaware. Under the Settlement Agreement, the debtors and the creditors committee will allow
DSW a general unsecured claim, DSW will provide limited transition services to
liquidating Filenes Basement through December 31, 2009 and the debtors will pay DSW cure costs in relation to prior transition services provided by DSW. The Settlement
Agreement provides for certain mutual releases among the debtors, the creditors committee, RVI,
DSW and other parties.
14
|
|
|
Item 2. |
|
Managements Discussion and Analysis of Financial Condition and Results of Operations. |
All references to we, us, our, DSW or the Company in this Quarterly Report on Form 10-Q
mean DSW Inc. and its wholly-owned subsidiaries, including DSW Shoe Warehouse, Inc. (DSWSW),
except where it is made clear that the term only means DSW Inc. DSW Class A Common Shares are
listed for trading under the ticker symbol DSW on the New York Stock Exchange (NYSE).
All references to Retail Ventures, or RVI, in this Quarterly Report on Form 10-Q mean Retail
Ventures, Inc. and its subsidiaries, except where it is made clear that the term only means the
parent company. DSW is a controlled subsidiary of Retail Ventures. RVI Common Shares are listed
under the ticker symbol RVI on the NYSE.
On January 23, 2008, Retail Ventures disposed of an 81% ownership interest in its Value City
Department Stores business to VCHI Acquisition Co., a newly formed entity owned by VCDS Acquisition
Holdings, LLC, Emerald Capital Management LLC and Crystal Value, LLC.
On April 21, 2009, Retail Ventures disposed of its Filenes Basement subsidiary to FB II
Acquisition Corp., a newly formed entity owned by the Buxbaum Group. On May 4, 2009, Filenes
Basement filed a petition for bankruptcy. On June 18, 2009, SYL LLC, a subsidiary of Syms Corp,
purchased certain assets of Filenes Basement.
Company Overview
DSW is a leading U.S. branded footwear specialty retailer operating 306 shoe stores in 39 states as
of October 31, 2009. We offer a wide selection of better-branded dress, casual and athletic
footwear for women and men, as well as accessories. Our typical customers are brand, quality and
style-conscious shoppers who have a passion for footwear and accessories. Our core focus is to
create a distinctive store experience that satisfies both the rational and emotional shopping needs
of our customers by offering them a vast, exciting selection of in-season styles combined with the
convenience and value they desire. Our stores average approximately 22,000 square feet and carry
approximately 24,000 pairs of shoes. We believe this combination of selection, convenience and
value differentiates us from our competitors and appeals to consumers from a broad range of
socioeconomic and demographic backgrounds. In addition, we also operate 356 leased shoe departments
for four other retailers and sell shoes and accessories through dsw.com.
Cautionary Statement Regarding Forward-Looking Information for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995
Some of the statements in this Quarterly Report on Form 10-Q contain forward-looking statements
which reflect our current views with respect to, among other things, future events and financial
performance. You can identify these forward-looking statements by the use of forward-looking words
such as outlook, believes, expects, potential, continues, may, should, seeks,
approximately, predicts, intends, plans, estimates, anticipates or the negative version
of those words or other comparable words. Any forward-looking statements contained in this
Quarterly Report on Form 10-Q are based upon our historical performance and on current plans,
estimates and expectations and assumptions relating to our operations, results of operations,
financial condition, growth strategy and liquidity. The inclusion of this forward-looking
information should not be regarded as a representation by us or any other person that the future
plans, estimates or expectations contemplated by us will be achieved. Such forward-looking
statements are subject to numerous risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. In addition to
those factors described under Part I, Item 1A. Risk Factors, in our Form 10-K filed on April 1,
2009 and Part II, Item 1A. Risk Factors in this Form 10-Q, some important factors that could
cause actual results, performance or achievements for DSW to differ materially from those discussed
in forward-looking statements include, but are not limited to, the following:
|
|
|
our success in opening and operating new stores on a timely and profitable basis; |
|
|
|
|
continuation of supply agreements and the financial condition of our leased business
partners; |
|
|
|
|
maintaining good relationships with our vendors; |
|
|
|
|
our ability to anticipate and respond to fashion trends; |
|
|
|
|
fluctuation of our comparable store sales and quarterly financial performance; |
|
|
|
|
disruption of our distribution operations; |
|
|
|
|
the realization of our bankruptcy claims related to liquidating Filenes Basement
and Value City Department Stores; |
|
|
|
|
impact of the disposition of Filenes Basement by Retail Ventures on the allocation
of expenses pursuant to the shared services agreement; |
|
|
|
|
failure to retain our key executives or attract qualified new personnel; |
15
|
|
|
our competitiveness with respect to style, price, brand availability and customer
service; |
|
|
|
|
declining general economic conditions; |
|
|
|
|
risks inherent to international trade with countries that are major manufacturers of
footwear; |
|
|
|
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the success of dsw.com; |
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liquidity and investment risks related to our investments; |
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|
RVIs lease of an office facility; |
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|
our ability to secure a replacement credit facility upon the expiration of our existing
credit facility; and |
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liquidity risks at Retail Ventures and their impact on DSW. |
If one or more of these or other risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results, performance or achievements may vary materially
from what we have projected. Furthermore, new factors emerge from time to time and it is not
possible for management to predict all such factors, nor can it assess the impact of any such
factor on the business or the extent to which any factor, or combination of factors, may cause
results to differ materially from those contained in any forward-looking statement. Any
forward-looking statement speaks only as of the date on which such statement is made, and, except
as required by law, DSW undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement is made or to reflect the occurrence
of unanticipated events.
Critical Accounting Policies
Our critical accounting policies are described in Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations, and in the notes to our Consolidated Financial
Statements for the year ended January 31, 2009 contained in our Annual Report on Form 10-K as filed
with the Securities and Exchange Commission (SEC) on April 1, 2009 (the 2008 Annual Report). We
base these estimates and judgments on our historical experience and other factors we believe to be
relevant, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. The process of determining
significant estimates is fact-specific and takes into account factors such as historical
experience, current and expected economic conditions, product mix, and in some cases, actuarial and
appraisal techniques. We constantly re-evaluate these significant factors and make adjustments
where facts and circumstances dictate. There have been no significant changes to our critical
accounting policies since the 2008 Annual Report.
Results of Operations
Overview
Total net sales in the first nine months of fiscal 2009 increased 7.6% due to positive comparable
store sales of 0.4%, new DSW stores and increased dsw.com sales. Positive comparable store sales
were driven by an increase in traffic and average unit retail resulting from a strong performance
in the womens and accessories categories during the third quarter. Gross profit as a percentage of
net sales improved 160 basis points for the first nine months of the year as compared to the prior
year. Operating expenses as a percentage of net sales increased 80 basis points for the same period
driven by an increase in bonus expense resulting from improved operating results.
We
have continued making investments in our business that are critical to long-term growth, such as
improved information technology systems and new stores. As of October 31, 2009, our cash and
short-term investments balance increased to $265.9 million and we have no long-term debt.
As of October 31, 2009, we operated 306 DSW stores in 39 states, dsw.com and leased shoe
departments in 266 Stein Mart stores, 66 Gordmans stores, 23 Filenes Basement stores and one
Frugal Fannies store. We have two reportable segments, the DSW segment, which includes DSW stores
and dsw.com, and the leased department segment.
16
The following table sets forth, for the periods indicated, the percentage relationships to net
sales of the listed items included in our condensed consolidated statements of income:
|
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Three months ended |
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Nine months ended |
|
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October 31, |
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November 1, |
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
(66.9 |
) |
|
|
(72.1 |
) |
|
|
(70.8 |
) |
|
|
(72.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
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Gross profit |
|
|
33.1 |
|
|
|
27.9 |
|
|
|
29.2 |
|
|
|
27.6 |
|
Operating expenses |
|
|
(23.0 |
) |
|
|
(22.5 |
) |
|
|
(23.5 |
) |
|
|
(22.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
|
10.1 |
|
|
|
5.4 |
|
|
|
5.7 |
|
|
|
4.9 |
|
Interest income, net |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.2 |
|
Non-operating expense, net |
|
|
(0.2 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Earnings before income taxes |
|
|
10.0 |
|
|
|
5.6 |
|
|
|
5.7 |
|
|
|
5.1 |
|
Income tax provision |
|
|
(4.0 |
) |
|
|
(2.2 |
) |
|
|
(2.3 |
) |
|
|
(2.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
6.0 |
% |
|
|
3.4 |
% |
|
|
3.4 |
% |
|
|
3.1 |
% |
|
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Key Financial Measures
In evaluating our results of operations, we refer to a number of key financial and non-financial
measures relating to the performance of our business. Among our key financial measures are net
sales, operating profit and net income. Other measures that we use in evaluating our performance
include number of DSW stores and leased departments and change in comparable stores sales. The
following describes certain line items set forth in our consolidated statement of income:
Net Sales. We record net sales exclusive of sales tax and net of returns. For comparison purposes,
we define stores and leased departments as comparable or non-comparable. A stores or leased
departments sales are included in comparable store sales if the store or leased department has
been in operation at least 14 months at the beginning of the fiscal year. Stores and leased
departments are excluded from the comparison in the quarter that they close. Stores that are
remodeled or relocated are excluded from the comparison if there is a material change in the size
of the store or the store is relocated more than one mile out of its area.
Cost of Sales. Our cost of sales includes the cost of merchandise, distribution and warehousing
(including depreciation), store occupancy (excluding depreciation but including impairments),
permanent and point of sale reductions, markdowns and shrinkage.
Operating Expenses. Operating expenses include expenses related to store management and store
payroll costs, advertising, leased department operations, store depreciation and amortization, new
store advertising and other new store costs (which are expensed as incurred) and corporate
expenses. Corporate expenses include expenses related to buying, information technology,
depreciation expense for corporate cost centers, marketing, legal, finance, outside professional
services, customer service center expenses, allocable costs to and from Retail Ventures, payroll
and benefits for associates and payroll taxes. Corporate level expenses are primarily attributable
to operations at our corporate offices in Columbus, Ohio.
THREE MONTHS ENDED OCTOBER 31, 2009 COMPARED TO THREE MONTHS ENDED NOVEMBER 1, 2008
Net Sales. Net sales for the three months ended October 31, 2009 increased 13.6% from the three
months ended November 1, 2008. The following table summarizes the increase in our net sales:
|
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|
|
|
|
Three months ended |
|
|
|
October 31, 2009 |
|
|
|
(in millions) |
|
Net sales for the three months ended November 1, 2008 |
|
$ |
391.4 |
|
Increase in comparable store sales |
|
|
30.5 |
|
Net increase from 2008 and 2009 new stores, dsw.com and closed store sales |
|
|
22.7 |
|
|
|
|
|
Net sales for the three months ended October 31, 2009 |
|
$ |
444.6 |
|
|
|
|
|
17
The following table summarizes our net sales by reportable segment:
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|
|
|
|
|
|
|
|
Three months ended |
|
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
DSW |
|
$ |
407.2 |
|
|
$ |
350.1 |
|
Leased departments |
|
|
37.4 |
|
|
|
41.3 |
|
|
|
|
|
|
|
|
Total DSW Inc. |
|
$ |
444.6 |
|
|
$ |
391.4 |
|
|
|
|
|
|
|
|
The following table summarizes our comparable store sales by reportable segment and in total:
|
|
|
|
|
|
|
Three months ended |
|
|
|
October 31, 2009 |
|
DSW |
|
|
9.8 |
% |
Leased departments |
|
|
(1.5 |
%) |
Total DSW Inc. |
|
|
8.7 |
% |
The increase in comparable store sales was primarily a result of an increase in traffic and average
unit retail. For DSW stores, all merchandise categories had positive comparable sales. DSW
comparable sales increased in womens footwear by 10.0%, mens by 1.1%, athletic by 2.8% and
accessories by 15.2%.
Gross Profit. Gross profit increased as a percentage of net sales from 27.9% in the third quarter
of fiscal 2008 to 33.1% in the third quarter of fiscal 2009. By reportable segment and in total,
gross profit as a percentage of net sales was:
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
DSW |
|
|
34.3 |
% |
|
|
29.0 |
% |
Leased departments |
|
|
20.3 |
% |
|
|
18.1 |
% |
Total DSW Inc. |
|
|
33.1 |
% |
|
|
27.9 |
% |
The increase in gross profit was a result of an increase of 230 basis points in merchandise margin
and a decrease in store occupancy of 240 basis points and warehousing expense of 50 basis points.
DSW segment merchandise margin, gross profit excluding warehousing and store occupancy, for the
third quarter of fiscal 2009 increased as a percentage of net sales to 46.6% from 44.3% for the
third quarter of fiscal 2008. The increase in merchandise margin was primarily the result of a
decrease in markdown activity. Store occupancy expense for the DSW segment as a percentage of net
sales decreased to 11.1% for the third quarter of fiscal 2009 from 13.5% for the third quarter of
fiscal 2008 as a result of increased average store sales, a reduction
in store impairments and disposals
of property and equipment and rent concessions from landlords. Warehousing expense decreased for
the DSW segment as a percentage of net sales to 1.3% for the third quarter of fiscal 2009 from 1.8%
for the third quarter of fiscal 2008 as a result of increased net sales in both DSW stores and
dsw.com, as well as operational efficiencies in both the distribution and fulfillment centers.
As a percentage of net sales, gross profit for the leased departments increased to 20.3% for the
third quarter of fiscal 2009 from 18.1% for the third quarter of fiscal 2008 due to decreased
markdowns. The decrease in markdowns was a result of continued enhancements to the clearance
markdown process and aligning our inventory position to sales demand.
Operating Expenses. Operating expenses as a percentage of net sales were 23.0% and 22.5% for the
three months ended October 31, 2009 and November 1, 2008, respectively. Improved operating results
increased bonus expense as a percentage of net sales by 210 basis points. The increase in bonus
expense was partially offset by approximately 160 basis points of leverage in other operating
expenses as a percentage of net sales. Decreases in store, marketing, new store and overhead
expenses as a percentage of net sales offset a 40 basis point increase in depreciation expense.
Both store expenses and marketing expenses decreased as a percentage of net sales by 40 basis
points. New store expenses as a percentage of net sales decreased 70 basis points due to DSW
opening 20 fewer stores during the third quarter.
Operating Profit. Operating profit increased as a percentage of net sales to 10.1% in the third
quarter of fiscal 2009 from 5.4% in the third quarter of fiscal 2008. As a percentage of net sales,
this increase was primarily the result of an increase in gross profit offset by an increase in
operating expenses.
Interest Income, Net. Interest income, net of interest expense, was 0.1% and 0.2%, respectively, as
a percentage of net sales for the third quarters of fiscal 2009 and fiscal 2008. While cash and
short-term investments increased compared to the third quarter of fiscal 2008, the increase was
offset by a decrease in interest rates.
Non-operating Expense, Net. Non-operating expense, net of non-operating income, for the third
quarter of fiscal 2009 represents an other-than-temporary impairment related to our auction rate
security. There was no non-operating expense for the third quarter of fiscal 2008.
18
Income Taxes. Our effective tax rate for the third quarter of fiscal 2009 was 40.0%, compared to
39.0% for the third quarter of fiscal 2008.
Net Income. For the third quarter of fiscal 2009, net income increased 102.1%, compared to the
third quarter of fiscal 2008 and represented 6.0% and 3.4% of net sales, respectively. As a
percentage of net sales, this increase was primarily the result of an increase in gross profit
offset by an increase in operating expenses.
NINE MONTHS ENDED OCTOBER 31, 2009 COMPARED TO NINE MONTHS ENDED NOVEMBER 1, 2008
Net Sales. Net sales for the nine months ended October 31, 2009 increased 7.6% from the nine months
ended November 1, 2008. The following table summarizes the increase in our net sales:
|
|
|
|
|
|
|
Nine months ended |
|
|
|
October 31, 2009 |
|
|
|
(in millions) |
|
Net sales for the nine months ended November 1, 2008 |
|
$ |
1,114.8 |
|
Increase in comparable store sales |
|
|
4.2 |
|
Net increase from 2008 and 2009 new stores, dsw.com and closed store sales |
|
|
81.0 |
|
|
|
|
|
Net sales for the nine months ended October 31, 2009 |
|
$ |
1,200.0 |
|
|
|
|
|
The following table summarizes our net sales by reportable segment:
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
DSW |
|
$ |
1,086.5 |
|
|
$ |
986.8 |
|
Leased departments |
|
|
113.5 |
|
|
|
128.0 |
|
|
|
|
|
|
|
|
Total DSW Inc. |
|
$ |
1,200.0 |
|
|
$ |
1,114.8 |
|
|
|
|
|
|
|
|
The following table summarizes our comparable store sales by reportable segment and in total:
|
|
|
|
|
|
|
Nine months ended |
|
|
|
October 31, 2009 |
|
DSW |
|
|
1.1 |
% |
Leased departments |
|
|
(5.3 |
%) |
Total DSW Inc. |
|
|
0.4 |
% |
The increase in comparable store sales was primarily a result of our strong third quarter
performance offsetting the impact of the challenging economic environment. DSW comparable sales
increased in womens footwear by 1.4% and in accessories by 13.3%. DSW comparable sales decreased
in mens by 6.9% and in athletic by 0.2%.
Gross Profit. Gross profit increased as a percentage of net sales to 29.2% for the nine months
ended October 31, 2009 from 27.6% for the nine months ended November 1, 2008. By reportable segment
and in total, gross profit as a percentage of net sales was:
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
November 1, |
|
|
|
2009 |
|
|
2008 |
|
DSW |
|
|
30.2 |
% |
|
|
28.9 |
% |
Leased departments |
|
|
18.9 |
% |
|
|
17.1 |
% |
Total DSW Inc. |
|
|
29.2 |
% |
|
|
27.6 |
% |
The increase in gross profit was primarily a result of an increase of 70 basis points in
merchandise margin and a decrease of 60 basis points in store occupancy expense. DSW segment
merchandise margin, gross profit excluding warehousing and store occupancy, for the nine months
ended October 31, 2009 increased as a percentage of net sales to 44.7% from 44.0% for the nine
months ended November 1, 2008. The increase in merchandise margin was primarily the result of a
decrease in markdown activity. Store occupancy expense for the DSW segment as a percentage of net
sales decreased to 13.0% for the nine months ended October 31, 2009 from 13.6% for the nine months
ended November 1, 2008 as a result of increased average store
sales, a reduction in store impairments and
disposals of property and equipment and rent concessions from landlords.
As a percentage of net sales, gross profit for the leased departments increased to 18.9% for the
nine months ended October 31, 2009 from 17.1% for the nine months ended November 1, 2008 due to
decreased markdowns. The decrease in markdowns was a result of continued enhancements to the
clearance markdown process and aligning our inventory position to sales demand.
19
Operating Expenses. Operating expenses as a percentage of net sales were 23.5% and 22.7% for the
nine months ended October 31, 2009 and November 1, 2008, respectively. Improved operating results
increased bonus expense as a percentage of net sales by 80 basis points. Excluding the increase in
bonus expense, other operating expenses have remained flat as a percentage of net sales.
Store, new store and overhead expenses have decreased as a percentage of net sales, offset by
increases in marketing and depreciation expenses. Marketing expenses as a percentage of net sales
increased 60 basis points primarily due to increases in media spending. Depreciation expense
increased 60 basis points due to capital investments in our store growth, dsw.com and system
initiatives.
Operating Profit. Operating profit increased as a percentage of net sales to 5.7% for the nine
months ended October 31, 2009 from 4.9% for the nine months ended November 1, 2008. As a percentage
of net sales, this increase was primarily the result of an increase in gross profit offset by an
increase in operating expenses.
Interest Income, Net. Interest income, net of interest expense, for the nine months ended October
31, 2009 and November 1, 2008 was 0.1% and 0.2%, respectively, as a percentage of net sales. While
cash and short-term investments increased compared to the nine months ended November 1, 2008, the
increase was offset by a decrease in interest rates.
Non-operating Expense, Net. Non-operating expense, net of non-operating income, for the nine months
ended October 31, 2009 represents the realized gain related to the sale of our investments in
preferred shares and an other-than-temporary impairment related to our auction rate security. There
was no non-operating expense for the nine months ended November 1, 2008.
Income Taxes. Our effective tax rate for the nine months ended October 31, 2009 was 39.9%, compared
to 39.0% for the nine months ended November 1, 2008.
Net Income. For the nine months ended October 31, 2009, net income increased 20.1% compared to the
nine months ended November 1, 2008 and represented 3.4% and 3.1% of net sales, respectively. As a
percentage of net sales, this increase was primarily the result of an increase in gross profit
offset by an increase in operating expenses.
Seasonality
Our business is subject to seasonal trends. The sales in our DSW stores have typically been higher
in the first and third quarters, when our customers interest in new seasonal styles increases.
Unlike many other retailers, we have not historically experienced a large increase in net sales
during our fourth quarter associated with the winter holiday season.
Liquidity and Capital Resources
Our primary ongoing cash flow requirements are for seasonal and new store inventory purchases,
capital expenditures in connection with our store expansion, improving our information systems,
dsw.com, the remodeling of existing stores and infrastructure growth. Our working capital and
inventory levels typically build seasonally. We believe that we have sufficient financial resources
and access to financial resources at this time. We are committed to a cash management strategy that
maintains liquidity to adequately support the operation of the business, our growth strategy and to
withstand unanticipated business volatility. We believe that cash generated from DSW operations,
together with our current levels of cash and equivalents and short-term investments as well as
availability under our revolving credit facility, will be sufficient to maintain our ongoing
operations, support seasonal working capital requirements and fund capital expenditures related to
projected business growth.
Although our plan of continued expansion could place increased demands on our financial,
managerial, operational and administrative resources, we do not believe that our anticipated growth
plan will have an unfavorable impact on our operations or liquidity. The current slowdown in the
United States economy has adversely affected consumer confidence and consumer spending habits,
which may result in reductions in comparable store sales in our existing stores with the resultant
increase in inventory levels and markdowns. Reduced sales may result in reduced operating cash
flows if we are not able to appropriately manage inventory levels or leverage expenses. These
negative economic conditions may also affect future profitability and may cause us to reduce the
number of future store openings, impair goodwill or impair long-lived assets.
Net Working Capital. Net working capital increased $66.6 million to $362.3 million as of October
31, 2009 from $295.7 million at January 31, 2009, primarily due to an increase in cash provided by
operations. At October 31, 2009 and January 31, 2009, the current ratio was 2.5 and 2.9,
respectively.
Operating Cash Flows. For the nine months ended October 31, 2009, our net cash provided by
operations was $128.2 million, compared to $58.8 million for the nine months ended November 1,
2008. The increase in cash provided by operations was primarily a result of the increase in
operating income and changes in working capital.
Investing Cash Flows. For the nine months ended October 31, 2009, our net cash used in investing
activities was $87.1 million compared to $75.1 million for the nine months ended November 1, 2008.
The increase in net cash used in investing activities was a result of a net increase of purchase
and sale activity of available-for-sale securities partially offset by a reduction in capital
expenditures. During the nine months ended October 31, 2009, we incurred $16.8 million in capital
expenditures. Of this incurred amount, we incurred $7.7 million related to stores, $4.7 million
related to supply chain projects and warehouses and $4.4 million related to information technology
and infrastructure.
20
We expect to spend approximately $25 million for capital expenditures in fiscal 2009. We opened
nine stores and relocated one store in the first nine months of fiscal 2009. During fiscal 2009,
the average investment required to open a typical new DSW store was approximately $1.4 million,
prior to construction and tenant allowances. Of this amount, gross inventory typically accounted
for $0.5 million, fixtures and leasehold improvements typically accounted for $0.7 million and new
store advertising and other new store expenses typically accounted for $0.2 million. Our future
capital expenditures will depend heavily on the number of new stores we open, the number of
existing stores we remodel, our information technology and system investments and the timing of
these expenditures.
$150 Million Secured Revolving Credit Facility. We have a $150 million secured revolving credit
facility that expires July 5, 2010. Under this facility, we and our subsidiaries are named as
co-borrowers. Our facility has borrowing base restrictions and provides for borrowings at variable
interest rates based on LIBOR, the prime rate and the Federal Funds effective rate, plus a margin.
Our obligations under this credit facility are secured by a lien on substantially all of our and
one of our subsidiarys personal property and a pledge of our shares of DSW Shoe Warehouse. In
addition, our secured revolving credit facility contains usual and customary restrictive covenants
relating to our management and the operation of our business. These covenants, among other things,
restrict our ability to grant liens on our assets, incur additional indebtedness, open or close
stores, pay cash dividends and redeem our stock, enter into transactions with affiliates and merge
or consolidate with another entity. In addition, if at any time we utilize over 90% of our
borrowing capacity under this facility, we must comply with a fixed charge coverage ratio test set
forth in the facility documents. At October 31, 2009 and January 31, 2009, $139.2 million and
$132.3 million, respectively, were available under the $150 million secured revolving credit
facility and no direct borrowings were outstanding.
We are currently seeking a new secured revolving credit facility as our current credit facility
will expire in July 2010. Based upon the current credit markets, the terms of the new credit
facility may not be as favorable as our current terms.
Contractual Obligations
DSW had outstanding letters of credit that totaled $10.8 million as of October 31, 2009 and $17.7
million as of January 31, 2009. If certain conditions are met under these arrangements, the Company
would be required to satisfy the obligations in cash. Due to the nature of these arrangements and
based on historical experience and other factors, DSW does not expect to make any significant
payments outside of terms set forth in these arrangements.
As of October 31, 2009, we have entered into various construction commitments, including capital
items to be purchased for projects that were under construction, or for which a lease has been
signed. Our obligations under these commitments aggregated to $0.2 million as of October 31, 2009.
In addition, we have signed lease agreements for five new store locations expected to be opened
over the next 18 months, with total annual rent of approximately $1.6 million. In connection with
the new lease agreements, we will receive a total of $1.9 million of construction and tenant
allowance reimbursements for expenditures at these locations.
We operate all of our stores, warehouses and corporate office space from leased facilities. Lease
obligations are accounted for either as operating leases or as capital leases based on lease by
lease review at lease inception. The Company had no capital leases outstanding as of October 31,
2009 or January 31, 2009.
Off-Balance Sheet Arrangements
As of October 31, 2009, the Company has not entered into any off-balance sheet arrangements, as
that term is described by the SEC.
Proposed Accounting Standards
The Financial Accounting Standards Board (FASB) periodically issues Accounting Standard Updates,
some of which require implementation by a date falling within or after the close of the fiscal
year. See Note 1 to the Condensed Consolidated Financial Statements for a discussion of the new
accounting standards implemented.
In November 2008, the SEC released a proposed roadmap regarding the potential mandatory adoption of
International Financial Reporting Standards (IFRS). Under the proposed roadmap, as an accelerated
filer, we may be required to prepare financial statements in accordance with IFRS as early as 2015.
In 2011, the SEC will decide on the mandatory adoption of IFRS. We are currently assessing the
implications should we be required to adopt IFRS in the future.
21
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures About Market Risk. |
Our cash and equivalents have maturities of 90 days or fewer. We also have investments in tax
exempt, tax advantaged and taxable bonds, tax exempt term notes, variable rate demand notes,
certificates of deposit and an auction rate security. We have $15.0 million invested in
certificates of deposit and participate in the Certificate of Deposit Account Registry
Service® (CDARS). CDARS provides FDIC insurance on deposits of up to $50.0 million.
Certificates of deposit mature every 28 to 182 days. Our other types of short-term investments
generally have interest reset dates of every 7 days. These financial instruments may be subject to
interest rate risk through lost income should interest rates increase during their limited term to
maturity or resetting of interest rates and thus may limit our ability to invest in higher interest
investments.
As of October 31, 2009, there was no long-term debt outstanding. Future borrowings, if any, would
bear interest at negotiated rates and would be subject to interest rate risk. Because we have no
outstanding debt, we do not believe that a hypothetical adverse change of 1% in interest rates
would have a material effect on our financial position.
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Item 4. |
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Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
We, under the supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, performed an evaluation of our disclosure controls
and procedures, as such term is defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e).
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded, as of
the end of the period covered by this report, that such disclosure controls and procedures were
effective.
Changes in Internal Control over Financial Reporting
No change was made in our internal control over financial reporting during our most recent fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
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PART II. OTHER INFORMATION
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Item 1. |
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Legal Proceedings. |
We are involved in various legal proceedings that are incidental to the conduct of our business.
We estimate the range of liability related to pending litigation where the amount of the range of
loss can be estimated. We record our best estimate of a loss when the loss is considered probable.
When a liability is probable and there is a range of estimated loss, we record the most likely
estimated liability related to the claim. In the opinion of management, the amount of any
potential liability with respect to current legal proceedings will not be material to our results
of operations or financial condition. As additional information becomes available, we will assess
the potential liability related to our pending litigation and revise the estimates as needed.
Revisions in our estimates and potential liability could materially impact our future results of
operations and financial condition.
The following risk factors supplement DSWs risk factors set forth in Part I, Item 1A of our last
Annual Report on Form 10-K for the fiscal year ended January 31, 2009 and update the risk factors
set forth in Part II, Item 1A of our Quarterly Reports on Form 10-Q for the quarters ended May 2,
2009 and August 1, 2009.
Filenes Basement (liquidating Filenes Basement) has filed for bankruptcy protection. Further,
we have signed an agreement with SYL LLC, who purchased certain assets of Filenes Basement, to
provide transition services for up to one year, after which time we may not be able to allocate
Filenes Basement a portion of our expenses, which will lead to increased expense to us.
On May 4, 2009, Filenes Basement (liquidating Filenes Basement) filed for bankruptcy
protection. On June 18, 2009, SYL LLC acquired real property leases relating to 23 Filenes
Basement store locations and its distribution center, fixed assets and equipment at these
locations, inventory at all Filenes Basement locations, certain contracts (including the shoe
supply contract with DSW), certain intellectual property and certain other related assets. SYL LLC
also assumed certain obligations of Filenes Basement under acquired contracts and real property
leases. In connection with the sale of assets to SYL LLC, we entered into a Transition Services
Agreement whereby we agreed to provide transition services to Filenes Basement for up to one year
in exchange for monthly payments.
Further, after the end of the transition period, we will no longer be able to allocate a portion
of our expenses to Filenes Basement, which will lead to increased expenses for us. The amount of
this increased expense may have a negative impact on our future results of operations and
financial position.
On September 25, 2009, RVI and DSW entered into a settlement agreement (the Settlement
Agreement) with liquidating Filenes Basement and its related debtors and the Official Committee
of Unsecured Creditors appointed in the Chapter 11 case for the debtors. On November 3, 2009, the
Settlement Agreement was approved by the Bankruptcy Court for the District of Delaware. Under the
Settlement Agreement, the debtors and the creditors committee will allow us a general unsecured
claim, we will provide limited transition services to liquidating Filenes
Basement through December 31, 2009 and the debtors will pay us cure costs in
relation to prior transition services provided by us. The Settlement Agreement provides for
certain mutual releases among the debtors, the creditors committee, RVI, us and other parties.
Although the Settlement Agreement provides that we will have certain allowed claims against the
debtors, there can be no assurance as to whether we will ultimately recover any amounts.
23
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds. |
(a) Recent sales of unregistered securities. Not applicable.
(b) Use of Proceeds. Not applicable.
(c) Purchases of equity securities by the issuer and affiliated purchasers.
DSW made no purchases of its Common Shares during the three months ended October 31, 2009.
We do not anticipate paying cash dividends on our Common Shares in the foreseeable future.
Presently, we expect that all of our future earnings will be retained for development of our
business. The payment of any future dividends will be at the discretion of
our board of directors and will depend upon, among other things, future earnings, operations,
capital requirements, our general financial condition and general business conditions. Our credit
facility restricts the payment of dividends by us or our subsidiaries, other than dividends paid in
our stock or paid to another affiliate, and cash dividends can only be paid to Retail Ventures by
us up to the aggregate amount of $5.0 million, less the amount of any loan advances made to Retail
Ventures by us or our subsidiaries.
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Item 3. |
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Defaults Upon Senior Securities. None. |
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Item 4. |
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Submission of Matters to a Vote of Security Holders. None. |
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Item 5. |
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Other Information. None. |
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Item 6. |
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Exhibits. See Index to Exhibits on page 26. |
24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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DSW INC.
(Registrant)
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Date: December 3, 2009 |
By: |
/s/ Douglas J. Probst
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Douglas J. Probst |
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Executive Vice President and Chief
Financial Officer
(principal financial officer and duly
authorized officer) |
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INDEX TO EXHIBITS
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Exhibit Number |
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Description |
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10.1 |
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Lease Amendment to Agreement of Lease, dated September 29,
2009, between 4300 Venture 34910 LLC, an affiliate of
Schottenstein Stores Corporation and eTailDirect LLC re: new fulfillment center for the business of ETD. |
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10.2 |
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Settlement Agreement, dated as of September 25, 2009, by
and among Retail Ventures, Inc., DSW Inc., FB Liquidating
Estate, Inc., FB Services LLC, FB Leasing Services LLC and
the Official Committee of Unsecured Creditors. |
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31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
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31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
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32.1 |
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Section 1350 Certification of Chief Executive Officer |
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32.2 |
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Section 1350 Certification of Chief Financial Officer |
26