Caleres - 10-Q quarterly report FY

(Mark One)

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

   As of December 1, 2001, 17,464,835 shares of the registrant's common stock were outstanding.
 
 

(Thousands)
 

See Notes to Condensed Consolidated Financial Statements.
 
 

(Thousands, except per share)
 

See Notes to Condensed Consolidated Financial Statements.

See Notes to Condensed Consolidated Financial Statements.

BROWN SHOE COMPANY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 

Note A - Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and reflect all adjustments which management believes necessary (which include only normal recurring accruals) to present fairly the Company's financial condition, results of operations, and cash flows. These statements, however, do not include all information and footnotes necessary for a complete presentation of the Company's financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States.

The fiscal 2000 Condensed Consolidated Statements of Earnings have been reclassified to conform to the fiscal 2001 presentation, whereby royalty income, previously reflected in Other Income, has been reclassified to Net Sales.

The Company's business is subject to seasonal influences, and interim results may not necessarily be indicative of results which may be expected for any other interim period or for the year as a whole.

For further information refer to the consolidated financial statements and footnotes included in the Company's Annual Report and Form 10-K for the year ended February 3, 2001.

Note B - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods ended November 3, 2001 and October 28, 2000 ($000's, except per share data):
 

Note C - Comprehensive Income

Comprehensive Income includes all changes in equity except those resulting from investments by shareholders and distributions to shareholders.

The following table sets forth the reconciliation from Net Earnings to Comprehensive Income for the periods ended November 3, 2001 and October 28, 2000 (000's):
 

Note D - Business Segment Information

Applicable business segment information is as follows for the periods ended November 3, 2001 and October 28, 2000 (000's):
 

Reconciliation of operating profit to earnings before income taxes (000's):
 

Operating profit represents gross profit less selling and administrative expenses and other operating income or expense. The "Other" segment includes Corporate selling and administrative expenses, which are not allocated to the operating units, and the Company's investment in Shoes.com, Inc., a footwear e-commerce company.
 

Note E - New Accounting Standards

On February 4, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities." The statement establishes standards for recognition and measurement of derivatives and hedging activities. In adoption of this statement at the beginning of fiscal 2001, the Company recorded a cumulative transition adjustment to increase Other Comprehensive Income by $0.3 million (net of tax), to recognize the fair value of its derivative instruments. The Company expects to reclassify all of the transition adjustment into earnings in 2001.

The Company uses derivative financial instruments, primarily foreign exchange contracts and interest rate caps and swaps, to reduce its exposure to market risks from changes in foreign exchange rates and interest rates. These derivatives, designated as cash flow hedges, are used to hedge the procurement of footwear from foreign countries and the variability of cash flows paid on variable-rate debt. The terms of these instruments are generally less than one year. The effective portions of changes in the fair value of derivatives are recorded in Other Comprehensive Income and reclassified to earnings when the hedged item affects earnings. The ineffective portions of changes in the fair value of cash flow hedges are immediately recognized in earnings.

During the first nine months of fiscal 2001, changes in the fair value of derivatives and reclassifications from Other Comprehensive Income to earnings from the initial transition adjustment resulted in a decrease in Other Comprehensive Income of $32,000, net of tax (see Note C).
 
 

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", effective for fiscal years beginning after December 15, 2001. Under the new standards, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statement. Other intangible assets will continue to be amortized over their useful lives.

The Company will apply the new standards on accounting for goodwill and other intangible assets beginning in the first quarter of fiscal 2002. Application of the nonamortization provisions of the Statement is expected to result in an increase in net income in fiscal 2002 of approximately $1 million ($0.06 per share). During fiscal 2002, the Company will perform the first of the required impairment tests of goodwill and indefinite-lived intangible assets. The Company has not yet determined what the effect of the application of the new standard will be on the earnings and financial position of the Company.
 

Note F - Consolidation

The consolidated financial statements include the accounts of Brown Shoe Company, Inc. and its wholly-owned and majority-owned subsidiaries, after the elimination of intercompany accounts and transactions. Prior to the first quarter of 2001, the accounts of the Company's Brown Pagoda division were consolidated on a calendar year basis, which was approximately one month earlier than the rest of the Company. In the first quarter of 2001, this one-month reporting lag was eliminated to provide uniform reporting. As a result, the earnings for this division in the month of January, 2001 of $0.2 million were credited directly to Retained Earnings.
 

Note G - Condensed Consolidated Financial Information

Certain of the Company's debt is fully, unconditionally and jointly and severally guaranteed by certain wholly-owned domestic subsidiaries and the Canadian subsidiary of the Company. Accordingly, condensed consolidating balance sheets as of November 3, 2001 and October 28, 2000, and the related condensed consolidating statements of earnings and cash flows for the thirty-nine weeks period are provided. These condensed consolidating financial statements have been prepared using the equity method of accounting in accordance with the requirements for presentation of such information. Management believes this information, presented in lieu of complete financial statements for each of the guarantor subsidiaries, provides meaningful information to allow investors to determine the nature of the assets held by, and the operations and cash flows of, each of the consolidating groups.
 
 

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Quarter ended November 3, 2001 compared to the Quarter ended October 28, 2000

Consolidated net sales for the quarter ended November 3, 2001 were $462.4 million compared to $463.3 million in the quarter ended October 28, 2000. Net earnings of $11.9 million for the third quarter of 2001 compares to net earnings of $15.6 million in the third quarter of 2000. Diluted earnings per share was $.68 in the third quarter of 2001 compared to $.88 in the third quarter of 2000.

Famous Footwear 's sales decreased 4.1% during the third quarter of 2001 to $280.9 million. The decrease was driven by a 9.4% same-store-sales decline partially offset by five additional stores resulting in a total of 924 stores in operation. Famous Footwear had operating earnings for the third quarter of 2001 of $14.2 million compared to $22.3 million last year. The decrease in operating profitability was due to several factors including a slowdown in consumer traffic levels and corresponding declines in comparable store sales, as well as an inventory clearance program, which resulted in lower margins.

The Company's wholesale operations had net sales of $128.9 million during the third quarter of 2001 compared to $120.5 million last year. This sales increase was primarily due to higher sales of Naturalizer branded product as well as women's private label and licensed footwear, and children's footwear. Operating earnings of $12.3 million increased from $9.8 million in the third quarter of 2000 primarily as a result of the higher sales volume.

In the Company's Naturalizer Retail operations, including stores in both the United States and Canada, net sales increased 4.3% to $52.2 million in the third quarter of 2001. Same-store sales in the third quarter of 2001 increased 5.4% in the United States and 8.8% in Canada. The Company had 32 less stores in operation in the United States in 2001 and had 11 more stores in operation in Canada than in 2000. At the end of the third quarter of 2001, 477 stores were in operation including 319 stores in the United States and 158 stores in Canada. Total Naturalizer Retail operations achieved operating losses of $1.4 million in the third quarter of fiscal 2001 compared to losses of $1.8 million in 2000. The improvement was primarily due to the higher sales.

Consolidated gross profit as a percent of sales for the third quarter of 2001 decreased to 39.3% from 39.8% during the same period last year. This decrease was primarily due to lower margins in the Company's retail operations primarily as a result of a highly competitively promotional environment for Famous Footwear.
 
 

Selling and administrative expenses as a percent of sales for the third quarter of 2001 increased to 34.8% from 33.9% for the same period last year. This increase was due to the lower sales in the quarter at Famous Footwear while expenses were relatively flat.

The consolidated tax rate was 22.3% of pre-tax income for the third quarter of 2001 compared to 31.3% last year. The decrease from last year's effective rate reflects a higher mix of offshore operating income, which is taxed at lower rates, for the quarter and projected for the year.
 

Nine Months ended November 3, 2001 compared to the Nine Months ended October 28, 2000

Consolidated net sales for the first nine months of 2001 were $1.341 billion, an increase of 5.0% from the first nine months of 2000 total of $1.277 billion. Net earnings of $24.1 million for the first nine months of 2001 compare to net earnings of $31.4 million for the first nine months of 2000, a decrease of 23.2%.

Sales at Famous Footwear for the first nine months of 2001 increased 2.5% to $803.1 million from the first nine months of last year, reflecting a 6.4% decrease in same-store sales offset by the effect of opening 53 new, larger and higher volume stores and the closing of 54 lower volume stores during 2001. Operating earnings for the first nine months of 2001 decreased 49.1% to $23.8 million due to lower same-store sales and an inventory clearance program that resulted in lower margins.

The Company's wholesale operations' net sales for the first nine months of 2001 increased 11.1% to $379.2 million from the same period last year. Operating earnings for the first nine months of 2001 of $37.3 million increased $14.0 million from the same period last year due primarily to the increased sales volume.

In the Company's Naturalizer Retail operations, net sales increased 3.7% to $157.7 million in the first nine months of 2001. Same-store sales increased 2.9% in the United States and 8.5% in Canada. Total Naturalizer Retail operations had operating losses of $0.4 million in the first nine months of 2001 compared to operating losses of $1.8 million in 2000. The improved operating performance was primarily due to the higher sales volume.

Consolidated gross profit as a percent of sales for the first nine months of 2001 decreased to 39.2% from 40.3% for the same period last year. This decrease was primarily due to lower margins at Famous Footwear reflecting higher promotional activities.

Selling and administrative expenses as a percent of sales for the first nine months of 2001 increased to 35.8% from 35.7% for the same period last year. This increase was primarily due to higher operating expenses at Famous Footwear offset partially by lower expenses at the Company's wholesale operations.
 
 

Other income for the first nine months of 2001 consisted primarily of a gain on the sale of the Company airplane.

The consolidated tax rate was 26.0% of consolidated pre-tax income for the first nine months of 2001 compared to 32.4% for last year. The decrease from last year's effective rate reflects a higher mix of offshore operating income, which is taxed at lower rates, for the first nine months and projected for the year.
 

Fourth Quarter Charge

Subsequent to the end of the third quarter, the Company announced that it intended to take an after-tax charge in its fourth quarter of $29-$32 million. This charge relates to a series of initiatives, which include profitability-enhancing measures in the Naturalizer division which will lead to a more productive retail store base, the development of a shared services administrative platform, inventory utilization improvements, and more efficient logistics operations. These programs are expected to increase after-tax earnings by approximately $13 million in fiscal 2003 and $20 million by fiscal 2005. The fourth quarter charge is expected to include costs related to restructuring the Naturalizer division, severance costs, incremental inventory markdowns, management transition at Famous Footwear, and debt restructuring including the costs to call the Company's $100 million 9½% Senior Notes which were scheduled to mature in fiscal 2006.
 

Financial Condition

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

Cash used from operating activities for the first nine months of fiscal 2001 was $12.0 million versus cash usage of $5.0 million last year. This decrease resulted primarily from the lower earnings.
 
 

The decrease in the ratio of total debt as a percentage of total capitalization at November 3, 2001, compared to the end of fiscal 2000, is due to higher shareholders' equity, offset partially by cash usage and resultant higher borrowings. At November 3, 2001, $85.0 million was borrowed and $1.5 million of letters of credit were outstanding under the Company's $165.0 million revolving bank Credit Agreement.

In November 2001, the Company received a commitment from Bank of America to underwrite a new revolving credit facility. In the Fourth Quarter of fiscal 2001, the Company expects to enter into a new $350 million Credit Agreement, which will replace the Company's current $165 million revolving bank Credit Agreement dated November 20, 2000. Borrowings under the new Credit Agreement will be secured by accounts receivable and inventory of the Company's domestic and Canadian subsidiaries. In addition, the Company announced its intention to call its $100 million 9½% Senior notes in the fourth quarter of fiscal 2001. Such notes were scheduled to mature in 2006. The total costs associated with this debt restructuring are approximately $5.0 million, aftertax, including the call premium and the write-off of deferred debt issuance costs.

In May 2000, the Company announced a stock repurchase program under which the Company was authorized to repurchase up to 2 million shares of the Company's outstanding common stock. In the first nine months of fiscal 2001, the Company purchased 145,900 shares at a cost of $2.6 million under this authorization. Since the inception of this program, the Company has repurchased a total of 928,900 shares for approximately $11.3 million under this authorization.
 

Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially. In Item 1 of the Company's fiscal 2000 Annual Report on Form 10-K, detailed risk factors that could cause variations in results to occur are listed and further described. Such description is incorporated herein by reference.
 
 

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

No material changes have taken place in the quantitative and qualitative information about market risk since the end of the most recent fiscal year. For further information, see Item 7A of the Company's Annual Report and Form 10-K for the year ended February 3, 2001.
 
 

Item 1 - Legal Proceedings

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.