Back to GetFilings.com




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended July 31, 2004

[  ] 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 1-2191


BROWN SHOE COMPANY, INC.
(Exact name of registrant as specified in its charter)
   
New York
(State or other jurisdiction
of incorporation or organization)
43-0197190
(IRS Employer Identification Number)
   
8300 Maryland Avenue
St. Louis, Missouri
(Address of principal executive offices)
63105
(Zip Code)
 
(314) 854-4000
(Registrant's telephone number, including area code)
 

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

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  [X]    No [  ]

As of August 28, 2004, 18,189,166 common shares were outstanding.
 
 

    Page 1



 
PART I
FINANCIAL INFORMATION

 
ITEM 1
FINANCIAL STATEMENTS


 
BROWN SHOE COMPANY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

 
 
(Unaudited)
     
($ thousands)

July 31, 2004


August 2, 2003


January 31, 2004


Assets                  
Current Assets                  
   Cash and cash equivalents
$
71,478
 
$
50,406
 
$
55,657
 
   Receivables  
83,938
   
75,271
   
81,930
 
   Inventories  
453,016
   
417,731
   
376,210
 
   Prepaid expenses and other current assets  
21,718
   
26,405
   
15,888
 










Total current assets  
630,150
   
569,813
   
529,685
 










Other assets  
85,274
   
83,883
   
83,692
 
Goodwill and intangible assets, net  
20,382
   
18,999
   
20,405
 
Property and equipment  
283,399
   
268,754
   
272,151
 
   Allowances for depreciation and amortization  
(196,426
)  
(181,155
)  
(186,603
)










Total property and equipment  
86,973
   
87,599
   
85,548
 










Total assets
$
822,779
 
$
760,294
 
$
719,330
 










Liabilities and Shareholders' Equity                
Current Liabilities                  
   Notes payable
$
27,500
 
$
19,000
 
$
19,500
 
   Trade accounts payable  
192,243
   
174,541
   
116,677
 
   Accrued expenses  
96,420
   
90,653
   
96,707
 
   Income taxes  
7,377
   
12,422
   
2,960
 
   Current maturities of long-term debt  
-
   
10,000
   
-
 










Total current liabilities  
323,540
   
306,616
   
235,844
 










Other Liabilities                  
   Long-term debt and capitalized lease obligations  
100,000
   
103,494
   
100,000
 
   Other liabilities  
27,373
   
29,411
   
28,358
 










Total other liabilities  
127,373
   
132,905
   
128,358
 










Shareholders' Equity                  
   Common stock  
68,209
   
67,308
   
67,787
 
   Additional capital  
65,155
   
53,902
   
62,772
 
   Unamortized value of restricted stock  
(3,188
)  
(2,896
)  
(3,408
)
   Accumulated other comprehensive loss  
(3,974
)  
(7,726
)  
(4,934
)
   Retained earnings  
245,664
   
210,185
   
232,911
 










Total shareholders' equity  
371,866
   
320,773
   
355,128
 










Total liabilities and shareholders' equity
$
822,779
 
$
760,294
 
$
719,330
 










See notes to condensed consolidated financial statements.

Page 2



BROWN SHOE COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 
(Unaudited)
 
(Unaudited)
 
 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended

($ thousands, except per share amounts)
July 31, 2004

August 2, 2003

July 31, 2004

August 2, 2003

                         
Net sales $
458,657
  $
458,384
 
$
950,489
 
$
904,828
 
Cost of goods sold  
269,411
   
270,519
   
561,879
   
531,836
 













Gross profit
189,246
187,865
388,610
372,992
Selling and administrative expenses  
175,968
   
169,249
   
360,415
   
339,039
 













Operating earnings
13,278
18,616
28,195
33,953
Interest expense  
2,141
   
2,517
   
4,620
   
5,423
 
Interest income  
(170
)  
(104
)  
(296
)  
(200
)













Earnings before income taxes
11,307
16,203
23,871
28,730
Income tax provision  
3,493
   
4,647
   
7,490
   
8,171
 













Net earnings $
7,814
$
11,556
$
16,381
$
20,559









Basic net earnings per common share $
0.44
  $
0.66
 
$
0.92
 
$
1.17
 









Diluted net earnings per common share $
0.41
  $
0.62
 
$
0.86
 
$
1.11
 









Dividends per common share $
0.10
  $
0.10
 
$
0.20
 
$
0.20
 













See notes to condensed consolidated financial statements.

Page 3



BROWN SHOE COMPANY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
(Unaudited)
 
 
Twenty-six Weeks Ended

($ thousands)
July 31, 2004

August 2, 2003

Operating Activities:            
Net earnings
$
16,381
 
$
20,559
 
Adjustments to reconcile net earnings to net cash provided by operating activities:            
   Depreciation and amortization  
11,787
   
12,470
 
   Share-based compensation expense  
711
   
1,867
 
   Tax benefit related to share-based plans  
709
   
-
 
   Loss on disposal of facilities and equipment  
403
   
567
 
   Impairment charges for facilities and equipment  
600
   
966
 
   Provision for (recoveries from) doubtful accounts  
(344
)  
150
 
   Changes in operating assets and liabilities:            
      Receivables  
(1,664
)  
7,065
 
      Inventories  
(76,806
)  
(25,147
)
      Prepaid expenses and other current assets  
(5,830
)  
(5,427
)
      Trade accounts payable and accrued expenses  
75,279
   
33,716
 
      Income taxes  
4,417
   
7,070
 
   Other, net 

(645
)

542

Net cash provided by operating activities

24,998


54,398

Investing Activities:            
Capital expenditures  
(14,235
)  
(16,146
)
Other

153


248

Net cash used for investing activities

(14,082
)

(15,898
)
Financing Activities:            
Increase (decrease) in short-term notes payable  
8,000
   
(10,000
)
Principal repayments of long-term debt  
-
   
(10,000
)
Debt issuance costs  
(1,071
)  
-
 
Proceeds from stock options exercised  
1,605
   
3,342
 
Dividends paid

(3,629
)

(3,557
)
Net cash provided by (used for) financing activities

4,905


(20,215
)
Increase in cash and cash equivalents
15,821
18,285
Cash and cash equivalents at beginning of period

55,657


32,121

Cash and cash equivalents at end of period
$
71,478

$
50,406

See notes to condensed consolidated financial statements.

Page 4


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


 
Note 1.
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 position, 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.

Certain prior period amounts on the condensed consolidated balance sheets, statements of earnings and statements of cash flows have been reclassified to conform to the current period presentation. These reclassifications did not affect net earnings.

The Company's business is subject to seasonal influences, particularly the back-to-school selling season at Famous Footwear which falls in the Company's third quarter. 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 on Form 10-K for the year ended January 31, 2004.
 
 
Note 2.
Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the periods ended July 31, 2004 and August 2, 2003:
 











   
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
 
($ thousands, except per share data)

July 31, 2004

August 2, 2003

July 31,  2004

August 2, 2003 

NUMERATOR         $                
Net earnings

$
7,814


11,556

$
16,381

$
20,559

DENOMINATOR (thousand shares)                          
Denominator for basic earnings per common share    
17,921
   
17,631
   
17,881
   
17,570
 
Dilutive effect of unvested restricted stock and stock options


1,066


901


1,072


893

Denominator for diluted earnings per common share


18,987


18,532


18,953


18,463

Basic earnings per common share

$
0.44

$
0.66

$
0.92

$
1.17

Diluted earnings per common share

$
0.41

$
0.62

$
0.86

$
1.11

Options to purchase 231,167 and 15,000 shares of common stock for the thirteen week periods and 233,667 and 15,167 for the twenty-six week periods ended July 31, 2004 and August 2, 2003, respectively, were not included in the denominator for diluted earnings per common share because their effect would be antidilutive.
 
 
Note 3.
Comprehensive Income

Comprehensive income includes changes in shareholders' equity related to foreign currency translation adjustments and unrealized gains or losses from derivatives used for hedging activities.

Page 5


The following table sets forth the reconciliation from net earnings to comprehensive income for the periods ended July 31, 2004 and August 2, 2003:
 











   
Thirteen Weeks Ended
 
Twenty-six Weeks Ended

($ Thousands)

July 31,  2004

August 2,  2003

July 31,  2004

August 2,  2003

Net earnings   $
7,814
  $
11,556
 
$
16,381
 
$
20,559
 
Other comprehensive income (loss), net of tax:                          
   Foreign currency translation adjustment    
1,218
   
562
   
(92
)  
3,259
 
   Unrealized gains (losses) on derivative instruments    
(214
)  
212
   
(112
)  
(555
)
   Net loss reclassified into earnings    
673
   
372
   
1,164
   
717
 












     
1,677
   
1,146
   
960
   
3,421
 














Comprehensive income

$
9,491

$
12,702

$
17,341

$
23,980


 
Note 4.
Business Segment Information

Applicable business segment information is as follows for the periods ended July 31, 2004 and August 2, 2003:
 











($ thousands)
Famous
Footwear
 
Wholesale
Operations
 
Naturalizer
Retail
 
Other
 
Totals
 











Thirteen Weeks Ended July 31, 2004                    
External sales $
269,812
  $
136,886
  $
48,264
  $
3,695
  $
458,657
 
Intersegment sales  
-
   
36,553
   
-
   
-
   
36,553
 
Operating earnings (loss)  
12,631
   
8,963
   
(2,551
)  
(5,765
)  
13,278
 
Operating segment assets  
401,577
   
219,564
   
63,888
   
137,750
   
822,779
 
Thirteen Weeks Ended August 2, 2003                    
External sales $
268,931
  $
137,903
  $
49,673
  $
1,877
  $
458,384
 
Intersegment sales  
-
   
32,349
   
-
   
-
   
32,349
 
Operating earnings (loss)  
12,904
   
12,594
   
(1,012
)  
(5,870
)  
18,616
 
Operating segment assets  
400,885
   
185,723
   
64,998
   
108,688
   
760,294
 
Twenty-six Weeks Ended July 31, 2004                          
External sales $
541,936
  $
308,430
  $
93,595
  $
6,528
  $
950,489
 
Intersegment sales  
-
   
74,932
   
-
   
-
   
74,932
 
Operating earnings (loss)  
25,015
   
21,769
   
(4,771
)  
(13,818
)  
28,195
 
                               
Twenty-six Weeks Ended August 2, 2003                          
External sales $
530,046
  $
278,888
  $
92,507
  $
3,387
  $
904,828
 
Intersegment sales  
-
   
64,750
   
-
   
-
   
64,750
 
Operating earnings (loss)  
23,487
   
25,562
   
(2,367
)  
(12,729
)  
33,953
 
















The Other segment includes corporate administrative and other expenses, which are not allocated to the operating units, and the Company's investment in its majority-owned subsidiary, Shoes.com, Inc., a footwear e-commerce company.

Effective February 1, 2004, the Company began accounting for its Irish financing subsidiary, Brown Group Dublin Limited, which holds cash earned offshore other than in Canada, within the Other segment. Brown Group Dublin Limited had previously been accounted for within the Wholesale Operations segment. Prior year amounts have been reclassified to
 
 

Page 6


conform to the current year presentation. This reclassification had no effect on operating earnings, but resulted in a transfer of assets of $62.4 million and $41.3 million at July 31, 2004 and August 2, 2003, respectively, to the Other segment.
 
 
Note 5.
Restructuring Reserves

Closure of Canadian Manufacturing Facility

In the fourth quarter of fiscal year 2003, the Company announced the closing of its last Canadian footwear manufacturing facility, located in Perth, Ontario, and recorded a pre-tax charge of $4.5 million, the components of which were as follows:

The following is a summary of the activity in the reserve, by category of costs:
 










($ millions)
Employee
Severance

Inventory
Markdowns

Lease
Buyouts

Total

Original charge and reserve balance
$
2.3
 
$
1.6
 
$
0.6
 
$
4.5
 
Adjustments  
(0.3
)  
0.4
   
(0.1
)  
-
 
Expenditures in quarter ending May 1, 2004  
(1.8
)  
(2.0
)  
(0.1
)  
(3.9
)
Expenditures in quarter ending July 31, 2004

(0.1
)

-


(0.2
)

(0.3
)
Reserve balance July 31, 2004
$
0.1

$
-

$
0.2

$
0.3

The Company anticipates that the restructuring activities associated with the closure of the Canadian manufacturing facility will be substantially completed by the end of fiscal 2004.
 
 
Note 6.
Goodwill and Other Intangible Assets

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








($ thousands)
July 31, 2004

August 2, 2003

January 31, 2004

Famous Footwear
$
3,529
 
$
3,529
 
$
3,529
 
Wholesale Operations  
10,237
   
10,252
   
10,245
 
Naturalizer Retail  
5,281
   
5,018
   
5,296
 
Other

1,335


200


1,335


$
20,382

$
18,999

$
20,405

The change between periods for the Naturalizer Retail segment reflects changes in the Canadian dollar exchange rate. The change in the Other segment from August 2, 2003 to July 31, 2004 of $1.1 million reflects the acquisition of additional shares of Shoes.com Inc. by the Company.
 
 
Note 7.
Share-Based Compensation

As of July 31, 2004, the Company had four share-based compensation plans, which are described more fully in Note 16 to the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended January 31, 2004. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Compensation expense is recognized in net earnings for stock appreciation units, stock performance plans and restricted stock grants. No share-based employee compensation cost is reflected in net earnings for stock options, as all option grants had an exercise price equal to the market value of the

Page 7


underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock options outstanding:
 











   
Thirteen Weeks Ended
 
Twenty-six Weeks Ended

($ thousands, except per share amounts)

July 31, 2004

August 2, 2003

July 31, 2004

August 2, 2003

Net earnings, as reported   $
7,814
  $
11,556
 
$
16,381
 
$
20,559
 
Add: Total share-based employee compensation
   (income) expense included in reported net 
   earnings, net of related tax effect
   
(451
)  
538
   
462
   
1,213
 
Deduct: Total share-based employee 
   compensation expense determined under the 
   fair value based method for all awards, net of 
   related tax effect


(359
)

(1,125
)

(2,013
)

(2,397
)
Pro forma net earnings

$
7,004

$
10,969

$
14,830

$
19,375

Earnings per share:
   Basic - as reported   $
0.44
  $
0.66
 
$
0.92
 
$
1.17
 
   Basic - pro forma    
0.39
   
0.62
   
0.83
   
1.10
 
   Diluted - as reported    
0.41
   
0.62
   
0.86
   
1.11
 
   Diluted - pro forma    
0.37
   
0.59
   
0.78
   
1.05
 














The Company issued 55,387 and 150,347 shares of common stock for the thirteen week periods, and 112,577 and 266,153 shares of common stock for the twenty-six week periods, ended July 31, 2004 and August 2, 2003, respectively, for stock options exercised and restricted stock grants. The Company recognized $0.5 million of share-based compensation income during the thirteen weeks ended July 31, 2004 as a result of the decline in the Company's net earnings and stock price during that period.
 
 
Note 8.
Retirement and Other Benefit Plans

The following table sets forth the components of net periodic benefit cost or income for the Company, including all domestic and Canadian plans:
 










 
Pension Benefits
 
Other Postretirement Benefits

 
Thirteen Weeks Ended
 
Thirteen Weeks Ended

($ thousands)
July 31, 2004

August 2, 2003

July 31,2004

August 2, 2003

Service cost
$
1,699
 
$
1,349
 
$
-
 
$
-
 
Interest cost  
2,228
   
2,016
   
67
   
61
 
Expected return on assets  
(4,042
)  
(3,798
)  
-
   
-
 
Amortization of:                        
   Actuarial (gain) loss  
81
   
109
   
(20
)  
(48
)
   Prior service costs  
81
   
81
         
(27
)
   Net transition assets

(42
)

(42
)

-


-

Total net periodic benefit cost (income)
$
5

$
(285
)
$
47

$
(14
)

Page 8











 
Pension Benefits
 
Other Postretirement Benefits

 
Twenty-six Weeks Ended
 
Twenty-six Weeks Ended

($ thousands)
July 31, 2004

August 2, 2003

July 31,2004

August 2, 2003

Service cost
$
3,082
 
$
2,632
 
$
-
 
$
-
 
Interest cost  
4,331
   
3,994
   
130
   
136
 
Expected return on assets  
(7,650
)  
(7,399
)  
-
   
-
 
Amortization of:                        
   Actuarial (gain) loss  
159
   
187
   
(70
)  
(98
)
   Prior service costs  
156
   
156
   
-
   
(52
)
   Net transition assets

(85
)

(81
)

-


-

Total net periodic benefit cost (income)
$
(7
)
$
(511
)
$
60

$
(14
)

 
Note 9.
Amended and Restated Credit Agreement

The Company entered into an Amended and Restated Credit Agreement (the "Agreement") effective July 21, 2004, which amended and restated its existing $350 million revolving bank credit agreement. The Agreement provides for a maximum line of credit of $350 million, subject to the calculated borrowing base restrictions. In addition to extending the credit term, the Agreement also provides other benefits to the Company, including expanding the definition of eligible inventory in certain circumstances and reducing the interest rate spread paid on outstanding borrowings. Borrowing availability under the Agreement is based upon the sum of eligible accounts receivable and inventory, less outstanding borrowings, letters of credit and applicable reserves. The Agreement matures on July 21, 2009 and the Company's obligations are secured by the Company's accounts receivable and inventory. Borrowings under the Agreement bear interest at a variable rate determined based upon the level of availability under the Agreement. If availability falls below specified levels, the Company would then be subject to certain financial covenants. In addition, if availability falls below $25 million and the fixed charge coverage ratio is less than 1.0 to 1, the Company would be in default. The Agreement also contains certain other covenants and restrictions.

In connection with the Agreement, the Company incurred $1.1 million of issuance costs in the second quarter, which, together with remaining unamortized debt issuance costs of approximately $2.7 million associated with the existing bank credit agreement, will be amortized over the five-year term of the Agreement.
 
 
Note 10.
Commitments and Contingencies

Environmental Remediation
The Company is involved in environmental remediation and ongoing compliance activities at several sites. The Company is remediating, under the oversight of Colorado authorities, the groundwater and indoor air at its owned facility in Colorado (also known as the Redfield site) and residential neighborhoods adjacent to and near the property that have been affected by solvents previously used at the facility. The anticipated future cost of remediation activities at July 31, 2004 is $7.1 million and is accrued within accrued expenses and other liabilities on the condensed consolidated balance sheet, but the ultimate cost may vary. The cumulative costs incurred through July 31, 2004 are $13.8 million.

The Company assesses future recoveries from insurance companies related to remediation costs by estimating a range of probable recoveries and recording the low end of the range. Recoveries from other responsible parties are recorded when a contractual agreement is reached. As of July 31, 2004, recorded recoveries totaled $3.8 million and are recorded in other noncurrent assets on the condensed consolidated balance sheet. $3.6 million of the recorded recoveries are expected from certain insurance companies as indemnification for amounts spent for remediation associated with the Redfield site. The insurance companies are contesting their indemnity obligations, and the Company has sued its insurers seeking recovery of defense costs, indemnity and other damages related to the former operations and the remediation at the site. The Company believes insurance coverage in place entitles it to reimbursement for more than the recovery recorded. The Company believes the recorded recovery is supported by the fact the limits of the insurance policies at issue exceed the amount of the recorded recovery, and certain insurers have offered to settle these claims. The Company is unable to estimate the ultimate recovery from the insurance carriers, but is pursuing resolution of its claims.
 
 

Page 9


The Company has completed its remediation efforts at its closed New York tannery and two associated landfills. In 1995, state environmental authorities reclassified the status of these sites as being properly closed and requiring only continued maintenance and monitoring over the next 20 years. In addition, various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other landfills.

Based on information currently available, the Company had an accrued liability of $9.1 million as of July 31, 2004 to complete the cleanup, maintenance and monitoring at all sites. Of the $9.1 million liability, $6.8 million is included in accrued expenses and $2.3 million is included in other liabilities on the condensed consolidated balance sheet. The ultimate costs may vary, and it is possible costs may exceed the recorded amounts.

While the Company currently does not operate manufacturing facilities, prior operations included numerous manufacturing and other facilities for which the Company may have responsibility under various environmental laws for the remediation of conditions that may be identified in the future.

Litigation
In March 2000, a class action lawsuit was filed in Colorado State Court (District Court for the City and County of Denver) related to the Redfield site described above. Plaintiffs alleged claims for trespass, nuisance, strict liability, unjust enrichment, negligence and exemplary damages arising from the alleged release of solvents contaminating the groundwater and indoor air in the areas adjacent to and near the site. In December 2003, the jury hearing the claims returned a verdict finding one of the Company's subsidiaries negligent and awarded the class plaintiffs $1.0 million in damages. The Company has recorded this award along with pre-trial interest on the award and estimated costs related to sanctions imposed by the court related to a pre-trial discovery dispute between the parties. The total pre-tax charge recorded for these matters in the fourth quarter of fiscal 2003 was $3.1 million ($2.0 million after tax). The Company recorded an additional $0.6 million in expense in the first quarter of 2004, related to pre-trial interest, to reflect the trial court's ruling extending the time period for which pre-judgment interest applied. In April 2004, the plaintiffs filed a motion for a new trial; the court has denied that motion. Several other post-trial motions are still pending before the trial court. The plaintiffs have appealed the judgment to the Colorado Court of Appeals and have asked for a retrial. The Company has cross-appealed the trial court's ruling as to the amount of pre-judgment interest, and has conditionally appealed a number of the trial court's rulings in the event of a retrial. The ultimate outcome and cost to the Company may vary.

As described above in "Environmental Remediation," the Company has filed suit against its insurance carriers and is seeking recovery of certain defense costs, indemnity for the costs incurred for remediation related to the Redfield site and for the damages awarded in the class action, and other related damages.

The Company also is involved in legal proceedings and litigation arising in the ordinary course of business. In the opinion of management, the outcome of such ordinary course of business proceedings and litigation currently pending will not have a material adverse effect on the Company's results of operations or financial position.

Other
The Company is a guarantor of an Industrial Development Bond financing of $3.5 million for a manufacturing and warehouse facility in Bedford County, Pennsylvania. These facilities and the business that operated them were sold to another party in 1985, which assumed this obligation. This financing is scheduled to be paid annually beginning in 2004 through 2009.

The Company is contingently liable for lease commitments of approximately $10 million in the aggregate, which primarily relate to the Cloth World and Meis specialty retailing chains, which were sold in prior years.

In order for the Company to incur any liability related to these guarantees and lease commitments, the current owners would have to default. At this time, the Company does not believe this is reasonably likely to occur.

Page 10




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

 
OVERVIEW

Overall, the second quarter was a difficult one for the Company as net earnings declined from the second quarter last year, despite a slight increase in net sales. Consolidated net sales rose 0.1% to $458.7 million for the second quarter of fiscal 2004, as compared to $458.4 million for the second quarter of the prior year. Net earnings were $7.8 million, or $0.41 per diluted share, for the second quarter compared to $0.62 per diluted share for the second quarter of last year. Each of our operating segments reported lower operating earnings than in last year's second quarter.

Following is a summary of the more significant factors affecting our results in the second quarter of fiscal 2004:

Page 11


CONSOLIDATED RESULTS

 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
July 31, 2004
August 2, 2003
July 31, 2004
August 2, 2003
($ millions)


% of
Net
Sales




% of
Net 
Sales



% of 
Net
Sales



% of 
Net
Sales
Net sales $
458.7
 
100.0%
 
$
458.4
 
100.0%
  $
950.5
 
100.0%
 
$
904.8
 
100.0%
Cost of goods sold

269.4

58.7%


270.5

59.0%


561.9

59.1%


531.8

58.8%
Gross profit  
189.3
 
41.3%
   
187.9
 
41.0%
   
388.6
 
40.9%
   
373.0
 
41.2%
Selling and
   administrative expenses

176.0

38.4%


169.3

36.9%


360.4

37.9%


339.0

37.5%
Operating earnings  
13.3
 
2.9%
   
18.6
 
4.1%
   
28.2
 
3.0%
   
34.0
 
3.7%
Interest expense  
2.2
 
0.4%
   
2.5
 
0.6%
   
4.6
 
0.5%
   
5.5
 
0.5%
Interest income

(0.2
)
0.0%


(0.1
)
0.0%


(0.3
)
0.0%


(0.2
)
0.0%
Earnings before 
   income taxes
 
11.3
 
2.5%
   
16.2
 
3.5%
   
23.9
 
2.5%
   
28.7
 
3.2%
Income tax provision

(3.5
)
(0.8)%


(4.6
)
(1.0)%


(7.5
)
(0.8)%


(8.1
)
(0.9)%
Net earnings
$
7.8

1.7%

$
11.6

2.5%

$
16.4

1.7%

$
20.6

2.3%

Net Sales
Net sales increased $0.3 million, or 0.1%, to $458.7 million in the second quarter of 2004 as compared to $458.4 million in the second quarter of the prior year. This increase is primarily attributable to the acquisition of the Bass footwear license at the beginning of fiscal 2004, which contributed $9.1 million of net sales during the second quarter. Offsetting the impact of the Bass sales increase was weakness in both the children's and women's private label wholesale divisions as well as a decline in sales at the Naturalizer Retail stores.

Net sales increased $45.7 million, or 5.0%, to $950.5 million in the first half of 2004 as compared to $904.8 million in the first half of the prior year. The increase is primarily attributable to the acquisition of the Bass footwear license at the beginning of 2004, which contributed $24.4 million in net sales during the first half of 2004. In addition, the net sales improvement was driven by first quarter sales gains within our private label, Dr. Scholl's and LifeStride lines, and from new Famous Footwear stores.

Gross Profit
Gross profit increased $1.4 million, or 0.7%, to $189.3 million for the second quarter of 2004 as compared to $187.9 million in the second quarter of the prior year. As a percent of net sales, our gross margin percentage increased to 41.3% in the second quarter from 41.0% in the second quarter of the prior year as a result of higher gross profit rates at Famous Footwear due to the fresher product mix and lower markdowns.

Gross profit increased $15.6 million, or 4.2%, to $388.6 million in the first half of 2004 as compared to $373.0 million in the first half of the prior year. The overall increase in gross profit is primarily driven by the $45.7 million increase in net sales. As a percent of net sales, our gross profit rate decreased to 40.9% in the first half of 2004 as compared to 41.2% in the first half of the prior year. The decline in the gross profit rate reflects a greater mix of wholesale sales, which carry a lower gross margin rate than our overall retail sales, and a lower gross profit rate in our Wholesale Operations segment.

Selling and Administrative Expenses
Selling and administrative expenses increased $6.7 million, or 4.0%, to $176.0 million for the second quarter as compared to $169.3 million in the second quarter of the prior year. This increase is attributable to both transition and assimilation costs related to the Bass footwear line of approximately $1.5 million and to our ongoing investments in talent, systems, and infrastructure intended to position the Company for future growth. Offsetting these factors were benefits from reduced compensation costs associated with stock-based and incentive compensation plans of $2.4 million compared to last year.

Selling and administrative expenses increased $21.4 million, or 6.3%, to $360.4 million in the first half of 2004 as compared to $339.0 million in the first half of the prior year. This increase is due to both transition and assimilation costs related to the Bass footwear line of approximately $4.8 million and our ongoing investments in talent, systems and infrastructure intended to position the Company for future growth.

Page 12


Interest Expense
Interest expense decreased $0.3 million, or 14.9%, to $2.2 million in the second quarter as compared to $2.5 million in the second quarter of the prior year. The decrease in interest expense is due to a decline in the average daily borrowings. In addition, on July 21, 2004, the Company amended and restated its credit agreement, which resulted in more favorable interest rates near the end of the second quarter.

Interest expense decreased $0.9 million, or 14.8%, to $4.6 million in the first half of 2004 as compared to $5.5 million in the first half of the prior year due to a decline in the average daily borrowings.

Income Tax Provision
Our consolidated effective tax rate was 30.9% in the second quarter of 2004 as compared to 28.7% in the second quarter of the prior year, reflecting a greater projected annual mix of domestic income. We do not provide deferred taxes on unremitted foreign earnings, as it is our intention to reinvest those earnings indefinitely or to repatriate the earnings only when it is tax-advantageous to do so.

For the first half of 2004, our consolidated effective income tax rate was 31.4% as compared to 28.4% for the first half of the prior year, reflecting a greater projected annual mix of domestic income.
 
 
FAMOUS FOOTWEAR

 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
July 31, 2004
August 2, 2003
July 31, 2004
August 2, 2003
($ millions)


% of
Net
Sales




% of
Net 
Sales



% of 
Net
Sales



% of 
Net
Sales
Operating Results                                      
Net sales
$
269.8
 
100.0%
 
$
268.9
 
100.0%
 
$
541.9
 
100.0%
 
$
530.0
 
100.0%
Cost of goods sold

148.0

54.9%


149.9

55.7%


299.1

55.2%


295.0

55.7%
Gross profit  
121.8
 
45.1%
   
119.0
 
44.3%
   
242.8
 
44.8%
   
235.0
 
44.3%
Selling and 
   administrative expenses

109.2

40.4%


106.1

39.5%


217.8

40.2%


211.5

39.9%
Operating earnings
$
12.6

4.7%

$
12.9

4.8%

$
25.0

4.6%

$
23.5

4.4%
                                       
Key Metrics                                      
Same-store sales % change  
(2.5)%
       
(2.9)%
       
0.0%
       
(4.1)%
   
Same-store sales $ change  
$(6.5)
       
$(7.4)
       
$   -
       
$(21.0)
   
Sales change from new and

   closed stores, net

 
$7.4
       
$5.6
       
$11.9
       
$12.7
   
                                       
Sales per square foot  
$43
       
$43
       
$86
       
$85
   
Square footage
   (thousand sq. ft.)
 
6,384
       
6,224
       
6,384
       
6,224
   
                                       
Stores opened  
26
       
12
       
38
       
32
   
Stores closed  
8
       
16
       
16
       
41
   
Ending stores  
915
       
909
       
915
       
909
   




















Net Sales
Net sales increased $0.9 million, or 0.3%, to $269.8 million in the second quarter of 2004 as compared to $268.9 million in the second quarter of the prior year. This increase is primarily attributable to sales growth from net new stores. During the second quarter of 2004, we opened 26 new stores and closed 8, resulting in 915 stores at the end of the second quarter as compared to 909 at the end of the second quarter of the prior year. Sales per square foot were $43, even with the year ago period. Same-store sales were down 2.5% during the second quarter due to lower traffic counts, a later start to the back-to-school season and a shift in tax-free days between the second and third quarters. In addition, we experienced some weakness in our women's casual business, sandals and our junior category.

Page 13


Net sales increased $11.9 million, or 2.2%, to $541.9 million in the first half of 2004 as compared to $530.0 million in the first half of the prior year. While same-store sales for the first half of 2004 were flat compared to the first half of the prior year, sales from net new stores totaled $11.9 million. We opened 38 new stores and closed 16 during the first half of 2004, resulting in 915 stores at the end of the second quarter.

Same-store sales changes are calculated by comparing the sales in stores that have been open at least 13 months. This method avoids the distorting effect that grand opening sales have in the first month of operation. Relocated stores are treated as new stores. Closed stores are excluded from the calculation. Sales change from new and closed stores, net reflects the change in net sales due to stores that have been opened or closed during the period and are thereby excluded from the same-store sales calculation.

Gross Profit
Gross profit increased $2.8 million, or 2.3%, to $121.8 million in the second quarter of 2004 as compared to $119.0 million in the second quarter of the prior year. As a percentage of net sales, we achieved a slight improvement in gross profit to 45.1% in the second quarter of 2004 from 44.3% in the second quarter of the prior year. This improvement was driven by our fresher product mix and lower markdowns.

Gross profit increased $7.8 million, or 3.3%, to $242.8 million in the first half of 2004 as compared to $235.0 million in the first half of the prior year. The gross profit increase of 3.3% is primarily attributed to the 2.2% increase in net sales. As a percent of net sales, our gross profit rate increased to 44.8% in the first half of 2004 as compared to 44.3% in the first half of the prior year, reflecting reduced shrinkage costs and a fresher product mix.

Selling and Administrative Expenses
Selling and administrative expenses increased $3.1 million, or 2.8%, to $109.2 million for the second quarter of 2004 as compared to $106.1 million in the second quarter of the prior year. This increase is primarily attributable to increased marketing costs and higher selling salaries, due in part to the large number of store openings during the second quarter. As a percentage of net sales, these costs increased to 40.4% from 39.5% last year.

Selling and administrative expenses increased $6.3 million, or 2.9%, to $217.8 million in the first half of 2004 as compared to $211.5 million in the first half of the prior year due to increased marketing costs and higher selling salaries, due in part to store openings during the first half of 2004.

Operating Earnings
Operating earnings decreased $0.3 million, or 2.1%, to $12.6 million for the second quarter of 2004 as compared to $12.9 million in the second quarter of the prior year. This decrease was driven by increases in selling and administrative expenses, partially offset by the improvement in the gross profit rate.

Operating earnings increased $1.5 million, or 6.5%, to $25.0 million in the first half of 2004 as compared to $23.5 million in the first half of the prior year. This increase was driven by both the increase in net sales and the improvement in the gross profit rate, partially offset by the increase in selling and administrative expenses.

Page 14


NATURALIZER RETAIL

 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
July 31, 2004
August 2, 2003
July 31, 2004
August 2, 2003
($ millions)


% of
Net
Sales




% of
Net 
Sales



% of 
Net
Sales



% of 
Net
Sales
Operating Results                                      
Net sales
$
48.3
 
100.0%
  $
49.7
 
100.0%
  $
93.6
 
100.0%
 
$
92.5
 
100.0%
Cost of goods sold

27.0

55.9%


27.5

55.2%


49.9

53.3%


48.8

52.8%
Gross profit  
21.3
 
44.1%
   
22.2
 
44.8%
   
43.7
 
46.7%
   
43.7
 
47.2%
Selling and 
   administrative expenses

23.9

49.4%


23.2

46.8%


48.5

51.8%


46.1

49.8%
Operating earnings
$
(2.6
)
(5.3)%

$
(1.0
)
(2.0)%

$
(4.8
)
(5.1)%

$
(2.4
)
(2.6)%
                                       
Key Metrics                                    
Same-store sales % change  
(3.9)%
     
2.3%
       
(1.0)%
       
(0.9)%
   
Same-store sales $ change  
$(1.8)
     
$1.1
       
$(0.8)
     
$(0.7)
   
Sales change from new and
   closed stores, net
 
$0.2
     
$(3.7)
       
$0.3
     
$(9.3)
   
Impact of changes in 
   Canadian exchange 
   rate on sales
 
$0.2
     
$2.1
       
$1.6
     
$3.1
   
                                       
Sales per square foot  
$80
     
$83
       
$154
       
$153
   
Square footage
   (thousand sq. ft.)
 
588
     
580
       
588
     
580
   
                                       
Stores opened  
4
       
2
       
9
       
3
   
Stores transferred, net  
-
       
-
       
4
       
-
   
Stores closed  
3
       
3
       
11
       
6
   
Ending stores  
380
       
386
       
380
       
386
   




















Net Sales
Net sales decreased $1.4 million, or 2.8%, to $48.3 million in the second quarter of 2004 as compared to $49.7 million in the second quarter of the prior year. This decrease is attributable to a decrease in same-store sales of 3.9%. However, the favorable impact of the Canadian exchange rate improved net sales by $0.2 million. During the second quarter of 2004, we opened 4 new stores and closed 3, resulting in 380 stores at the end of the second quarter of 2004 as compared to 386 at the end of the second quarter of the prior year. Sales per square foot declined to $80 from $83 in the year ago period. Our net sales decline is partly attributable to our emphasis on sandals and casual footwear, while the market was favoring dressy looks, leading to a poor performance in Canada and in our U.S. outlet stores. We are focused on providing better-fashion, higher-grade imported product in our Canadian stores and providing trend-right merchandise in our U.S. outlet stores, both priced to deliver better margins.

Net sales increased $1.1 million, or 1.2%, to $93.6 million in the first half of 2004 as compared to $92.5 million in the first half of the prior year. However, same-store sales for the first half of 2004 declined 0.8%, led by weakness in our Canadian stores. The increase in net sales is attributable to the impact of changes in the Canadian exchange rate, which improved net sales by $1.6 million during the first half of 2004. Sales per square foot increased slightly to $154 for the first half of 2004 from $153 for the first half of the prior year.

Gross Profit
Gross profit decreased $0.9 million, or 4.3%, to $21.3 million in the second quarter of 2004 as compared to $22.2 million in the second quarter of the prior year. As a percentage of net sales, gross profit declined to 44.1% in the second quarter from 44.8% in the year ago quarter. This decline was driven by higher markdowns in our Canadian stores to clear domestically- produced footwear as we transition to higher-grade imported product.

Page 15


Gross profit remained flat at $43.7 million in the first half of 2004 as compared to the first half of the prior year. As a percent of sales, our gross profit rate decreased to 46.7% in the first half of 2004 as compared to 47.2% in the first half of the prior year, due primarily to the transition in the Canadian stores from domestically produced footwear to higher-grade imported product.

Selling and Administrative Expenses
Selling and administrative expenses increased $0.7 million, or 2.5%, to $23.9 million for the second quarter of 2004 as compared to $23.2 million in the second quarter of the prior year. Approximately $0.1 million of the increase is due to changes in the Canadian exchange rate. The remaining $0.6 million relates to a combination of increased consulting fees and increased employee benefit costs.

Selling and administrative expenses increased $2.4 million, or 5.3%, to $48.5 million in the first half of 2004 as compared to $46.1 million in the first half of the prior year. Approximately $0.6 million of the increase is due to changes in the Canadian exchange rate. The remaining increase is due to a combination of increased retail facilities costs, increased consulting fees, and increased employee benefit costs.

Operating Earnings
Naturalizer Retail's operating loss increased to $2.6 million in the second quarter of 2004 as compared to a loss of $1.0 million in the second quarter of the prior year. The current period loss was due to the same-store sales decline, lower gross profit rates and higher markdowns in Canada.

The operating loss of $4.8 million in the first half of 2004 increased from an operating loss of $2.4 million in the first half of the prior year, due principally to the increase in selling and administrative expenses.
 
 
WHOLESALE OPERATIONS

 
Thirteen Weeks Ended
 
Twenty-six Weeks Ended
July 31, 2004
August 2, 2003
July 31, 2004
August 2, 2003
($ millions)


% of
Net
Sales




% of
Net 
Sales



% of 
Net
Sales



% of 
Net
Sales
Operating Results                                      
Net sales $
136.9
 
100.0%
  $
137.9
 
100.0%
  $
308.4
 
100.0%
 
$
278.9
 
100.0%
Cost of goods sold

92.3

67.4%


92.3

66.9%


209.5

67.9%


186.5

66.9%
Gross profit  
44.6
 
32.6%
   
45.6
 
33.1%
   
98.9
 
32.1%
   
92.4
 
33.1%
Selling and 
   administrative
   expenses

35.6

26.1%


33.0

23.9%


77.1

25.0%


66.8

23.9%
Operating earnings
$
9.0

6.5%

$
12.6

9.2%

$
21.8

7.1%

$
25.6

9.2%
                                       
Key Metrics                                      
Unfilled order position at
   End of period
 
$175.6
       
$155.2
                   




















Net Sales
Net sales decreased $1.0 million, or 0.7%, to $136.9 million in the second quarter of 2004 as compared to $137.9 million in the second quarter of the prior year. Although net sales for the Bass footwear line contributed $9.1 million in the quarter, weakness in children's and women's private label markets more than offset the increase from net sales of Bass footwear. A shortage of trucks in the Midwest and delays at the West Coast ports at the end of the second quarter also negatively impacted net sales for that period.

Net sales increased $29.5 million, or 10.6%, to $308.4 million in the first half of 2004 as compared to $278.9 million in the first half of the prior year. This increase was due to approximately $24.4 million of sales for the Bass footwear line. In addition, although our Dr. Scholl's and Santana businesses have posted wholesale sales gains, weakness in our children's division has partially offset those gains.

Page 16


Gross Profit
Gross profit decreased $1.0 million, or 2.1%, to $44.6 million in the second quarter of 2004 as compared to $45.6 million in the second quarter of the prior year. As a percentage of net sales, gross profit declined to 32.6% in the second quarter from 33.1% in the second quarter of the prior year. This decline is primarily due to higher allowances granted to our department store customers within our Bass and Dr. Scholl's wholesale divisions.

Gross profit increased $6.5 million, or 7.0%, to $98.9 million in the first half of 2004 as compared to $92.4 million in the first half of the prior year. As a percent of net sales, our gross profit decreased to 32.1% in the first half of 2004 as compared to 33.1% in the first half of the prior year. The decline in our gross profit rate is principally due to higher allowances related to the disposal of Bass closeout footwear acquired under an asset purchase agreement.

Selling and Administrative Expenses
Selling and administrative expenses increased $2.6 million, or 8.2%, to $35.6 million for the second quarter of 2004 as compared to $33.0 million in the second quarter of the prior year. Selling and administrative costs include $1.5 million to transition the Bass business to our headquarters and distribution centers. In addition, the acquisition of the Bass footwear license resulted in an additional $2.8 million of typical selling and administrative costs during the quarter, including selling costs, warehousing and distribution, marketing, sourcing, etc. Offsetting these factors were benefits from reduced compensation costs associated with stock-based and incentive compensation plans.

Selling and administrative expenses increased $10.3 million, or 15.5%, to $77.1 million in the first half of 2004 as compared to $66.8 million in the first half of the prior year. This increase is due to transition and assimilation costs related to the Bass footwear line of approximately $4.8 million and an additional $5.8 million of typical selling and administrative costs associated with Bass footwear, including selling costs, warehousing and distribution, marketing, sourcing, etc.

Operating Earnings
Operating earnings decreased $3.6 million, or 29.1%, to $9.0 million for the second quarter of 2004 as compared to $12.6 million in the second quarter of the prior year. This decrease is due to weakness in our children's and women's private label markets, lower gross profit rates and $1.5 million in expenses related to transition and assimilation of the Bass business incurred during the second quarter of 2004.

Operating earnings decreased $3.8 million, or 15.1%, to $21.8 million in the first half of 2004 as compared to $25.6 million in the first half of the prior year. This decrease is due to weakness in our children's business as well as Bass transition and assimilation costs of $4.8 million.
 
 
OTHER SEGMENT

The Other segment includes our majority-owned subsidiary, Shoes.com, Inc., a footwear e-commerce company, and unallocated corporate administrative and other costs.

Net Sales
Net sales of Shoes.com increased $1.8 million, or 96.9%, to $3.7 million in the second quarter of 2004 as compared to $1.9 million in the second quarter of the prior year. Net sales increased $3.1 million, or 92.7%, to $6.5 million in the first half of 2004 as compared to $3.4 million in the first half of the prior year. This increase reflects continuing strong sales growth due to increased Web site traffic and improved conversion rates.

Operating Earnings
The Shoes.com business generated operating earnings of $0.1 million in the second quarter of 2004 as compared to an operating loss of $0.2 million in the second quarter of the prior year. The earnings improvement is due to a favorable settlement of $0.5 million received in the second quarter of 2004 to discontinue operation of a former affiliate's Web site.

For the first half of 2004, the Shoes.com business generated an operating loss of $0.1 million compared to an operating loss of $0.3 million for the prior year. The earnings improvement is due to the $0.5 million settlement received in the second quarter, offset by increased warehouse expenses to move facilities to accommodate the Bass acquisition.

Page 17


Other Corporate Expenses
Unallocated corporate administrative and other costs were $5.9 million in the second quarter of 2004 as compared to $5.7 million in the second quarter of the prior year. Corporate expenses increased due to higher consulting costs related to Project ExCEL - our supply chain management improvement initiative, partially offset by lower compensation costs of $1.3 million associated with stock-based and incentive compensation plans.

For the first half of 2004, unallocated corporate administrative and other costs were $13.7 million as compared to $12.4 million in the first half of the prior year. The increase is attributable to both increased consulting costs associated with Project ExCEL and a charge of $0.6 million recorded in the first quarter related to pre-trial interest awarded in connection with the Redfield litigation. For further information on the Redfield litigation, see Part II - Item 1 - Legal Proceedings.
 
 
LIQUIDITY AND CAPITAL RESOURCES

Borrowings


($ millions)
July 31, 2004

August 2, 2003

Increase/
(Decrease)

Notes payable
$
27.5
 
$
19.0
 
$
8.5
 
Long-term debt, including current maturities

100.0


113.5


(13.5
)
Total short- and long-term debt
$
127.5

$
132.5

$
(5.0
)

Total debt obligations have declined by $5.0 million, or 3.8%, to $127.5 million at July 31, 2004 as compared to $132.5 million at August 2, 2003. Interest expense decreased $0.3 million, or 14.9%, to $2.2 million in the second quarter of 2004 as compared to $2.5 million in the second quarter of the prior year. The reduction in interest expense was due to lower average daily borrowings compared with the second quarter of the prior year.

The Company entered into an Amended and Restated Credit Agreement (the "Agreement") effective July 21, 2004, which amended and restated its existing $350 million revolving bank credit agreement. The Agreement provides for a maximum line of credit of $350 million, subject to the calculated borrowing base restrictions. In addition to extending the credit term, the Agreement also provides other benefits to the Company, including expanding the definition of eligible inventory in certain circumstances and reducing the interest rate spread paid on outstanding borrowings. Borrowing availability under the Agreement is based upon the sum of eligible accounts receivable and inventory, less outstanding borrowings, letters of credit and applicable reserves. The Agreement matures on July 21, 2009 and the Company's obligations are secured by the Company's accounts receivable and inventory. Borrowings under the Agreement bear interest at a variable rate determined based upon the level of availability under the Agreement. If availability falls below specified levels, the Company would then be subject to certain financial covenants. In addition, if availability falls below $25 million and the fixed charge coverage ratio is less than 1.0 to 1, the Company would be in default. The Agreement also contains certain other covenants and restrictions.

At July 31, 2004, the Company had $127.5 million of borrowings outstanding and $21.0 million in letters of credit outstanding under the Amended and Restated Credit Agreement. Total additional availability was approximately $194.5 million at July 31, 2004.

Working Capital and Cash Flow


($ millions)
July 31, 2004

August 2, 2003

Increase/
(Decrease)

                   
Net cash provided by (used for) operating activities
$
25.0
 
$
54.4
 
$
(29.4
)
Net cash provided by (used for) investing activities  
(14.1
)  
(15.9
)  
1.8
 
Net cash provided by (used for) financing activities

4.9


(20.2
)

25.1

Increase in cash and cash equivalents
$
15.8

$
18.3

$
(2.5
)

Page 18


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



July 31, 2004

August 2, 2003

January 31, 2004
Working capital ($ millions)
$306.6
 
$263.2
 
$293.8
Current ratio
1.9:1
1.9:1
2.2:1
Total debt as a percentage of total capitalization
25.5%

29.2%

25.2%

Working capital at July 31, 2004 was $306.6 million, which was $12.8 million higher than at January 31, 2004 and $43.4 million higher than at August 2, 2003. The improvement in our working capital is attributable to continued growth in cash and cash equivalents as a result of our positive financial results over the past twelve months as well as effective management of our outstanding debt obligations and other current liabilities. Our current ratio, the relationship of current assets to current liabilities, decreased to 1.9 to 1 at July 31, 2004 from 2.2 to 1 at January 31, 2004 and remained flat compared to August 2, 2003. The current ratio is generally lower at the end of the second quarter as compared to the year-end ratio due to the seasonality of inventory purchases in preparation for the back-to-school selling season that occurs during the third quarter.

At July 31, 2004, the Company had $71.5 million of cash and cash equivalents, substantially all of which represents cash and cash equivalents of our Canadian and other foreign subsidiaries. Our intention is to maintain this cash within our foreign operations indefinitely or to repatriate it only when it is tax-effective to do so.

Cash provided by operating activities was $25.0 million in the first half of 2004 as compared to $54.4 million last year, a difference of $29.4 million. This difference primarily reflects the investment of approximately $13.4 million in Bass inventory and approximately $5.9 million of accounts receivable from sales of Bass footwear.

Cash used for investing activities was $14.1 million in the first half of 2004 as compared to $15.9 million last year. Investing activities primarily include capital expenditures. Our capital expenditures are relatively consistent with the prior year and are in line with our planned levels. The majority of our capital expenditures in the second quarter were used to both retrofit existing stores and open new stores in our retail divisions.

Cash provided by financing activities was $4.9 million in the first half of 2004 as compared to cash used for financing activities of $20.2 million last year, a difference of $25.1 million. This difference represents an increase in our short-term notes payable of $8.0 million since the beginning of the year as compared to debt reductions totaling $20.0 million in the first half of last year. The increase in short-term notes payable was used to fund operations, including the Bass inventory and accounts receivable as well as the related transition and assimilation costs. In connection with its Amended and Restated Credit Agreement, the Company incurred $1.1 million in debt issuance costs in the second quarter, which are being deferred and amortized to expense over the five-year term of the agreement.

In May 2000, we announced a stock repurchase program authorizing the repurchase of up to 2 million shares of our outstanding common stock. Since the inception of this program, we have purchased a total of 928,900 shares for $11.3 million. No shares were purchased under the plan in either the first half of 2004 or during any of fiscal 2003.

The Company paid dividends of $0.10 per share in the second quarter of 2004 and the second quarter of the prior year.
 
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

No material changes have occurred related to critical accounting policies and estimates since the end of the most recent fiscal year. For further information, see Item 7 of the Company's Annual Report on Form 10-K for the year ended January 31, 2004.
 
 
FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These include (i) general economic conditions and the consumer's preferences

Page 19


and purchasing patterns, which may be influenced by consumers' disposable income; (ii) the uncertainties of currently pending litigation; (iii) intense competition within the footwear industry; and (iv) political and economic conditions or other threats to continued and uninterrupted flow of inventory from Brazil and China, where the Company relies heavily on third-party manufacturing facilities for a significant amount of its inventory. In Item 1 of the Company's Annual Report on Form 10-K for the year ended January 31, 2004, 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 RISK

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 on Form 10-K for the year ended January 31, 2004.
 
 
ITEM 4
CONTROLS AND PROCEDURES

It is the Chief Executive Officer's and Chief Financial Officer's ultimate responsibility to ensure the Company maintains disclosure controls and procedures designed to provide reasonable assurance that material information, both financial and non-financial, and other information required under the securities laws to be disclosed is identified and communicated to senior management on a timely basis. The Company's disclosure controls and procedures include mandatory communication of material events, automated accounting processing and reporting, management review of monthly, quarterly and annual results, an established system of internal controls and internal control reviews by the Company's internal auditors.

As of July 31, 2004, management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures with respect to the information generated for use in this Quarterly Report. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded the Company's disclosure controls were effective to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. There have been no changes in the Company's internal control over financial reporting during the quarter ended July 31, 2004, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

It should be noted that while the Company's management, including the Chief Executive Officer and Chief Financial Officer, believes the Company's disclosure controls and procedures provide a reasonable level of assurance, they do not expect that the Company's disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met. Further, the design of a control system must reflect the fact there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to errors or fraud may occur and not be detected.

Page 20



PART II
OTHER INFORMATION

 
ITEM 1
LEGAL PROCEEDINGS

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

We are involved in environmental remediation and ongoing compliance activities at several sites. We are remediating, under the oversight of Colorado authorities, contamination at and beneath our owned facility in Colorado (also known as the "Redfield" site) and groundwater and indoor air in residential neighborhoods adjacent to and near the property, which have been affected by solvents previously used at the site and surrounding facilities.

In March 2000, a class action lawsuit was filed in Colorado State Court (District Court for the City and County of Denver) related to the Redfield site described above against one of our subsidiaries, a prior operator at the site and two individuals (the Antolovich class action). Plaintiffs, certain current and former residents living in an area adjacent to the Redfield site, alleged claims for trespass, nuisance, strict liability, unjust enrichment, negligence and exemplary damages arising from the alleged release of solvents that are contaminating the groundwater and indoor air in certain areas adjacent to the site. In December 2003, a jury returned a verdict finding one of our subsidiaries negligent and awarding the class plaintiffs $1.0 million in damages. We have recorded this award along with the cost of associated pre-trial interest and the estimated costs of sanctions imposed on us by the court resulting from pre-trial discovery disputes between the parties. We have recorded total pre-tax charges of $3.7 million for these matters. In April 2004, the plaintiffs filed a motion for a new trial; the court has denied that motion. The plaintiffs have appealed the judgment to the Colorado Court of Appeals and have asked for a retrial. The Company has cross-appealed the trial court's ruling as to the amount of pre-judgment interest, and has conditionally appealed a number of the trial court's rulings in the event of a retrial. Several other post-trial motions are still pending before the trial court, and the ultimate outcome and cost to us may vary.

We have also filed suit in Federal District Court in Denver against a number of former owners/operators of the Redfield site as well as surrounding businesses seeking recovery of amounts spent responding to the contamination at and around the Redfield site. We have consummated settlements with several of these defendants and have reached agreements in principle to settle with the remaining defendants and currently do not anticipate the case will be tried. We have also filed a contribution action in Colorado State Court against the Colorado Department of Transportation, which owns and operates a facility adjacent to the Redfield site. That case is not yet set for trial.

We have also filed suit against our insurance carriers seeking recovery of the costs incurred for investigation and remediation of the Redfield site, the damages awarded in the Antolovich class action and other relief. In prior years, we recorded an anticipated recovery of $4.5 million for remediation costs, of which approximately $3.6 million is outstanding at July 31, 2004. We believe insurance coverage in place entitles us to reimbursement for more than the recorded recovery. While the insurance companies are contesting their indemnity obligations, we believe the recorded recovery is supported by the fact that the limits of the insurance policies at issue exceed the amount of the recorded recovery, and certain insurance companies have made offers to settle the claim. We are unable to estimate the ultimate recovery from our insurers, but are pursuing resolution of our claims.

We have completed our remediation efforts at our closed New York tannery and two associated landfills. In 1995, state environmental authorities reclassified the status of these sites as being properly closed and requiring only continued maintenance and monitoring over the next 20 years. In addition, various federal and state authorities have identified the Company as a potentially responsible party for remediation at certain other landfills.

While we currently do not operate manufacturing facilities, prior operations included numerous manufacturing and other facilities for which we may have responsibility under various environmental laws to address conditions that may be identified in the future.

There have been no material developments during the quarter ended July 31, 2004 in any other legal proceedings described in the Company's Annual Report on Form 10-K for the year ended January 31, 2004.

Page 21



ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table provides information relating to the Company's repurchase of common stock during the second quarter of 2004.
 
Fiscal Period

Total Number
of Shares
Purchased

Average
Price Paid
per Share

Total Number
of Shares Purchased
as Part of Publicly
Announced Program

Maximum Number
of Shares that
May Yet Be
Purchased Under
the Program
(1) (2)
 
May 2, 2004 - May 29, 2004  
-
 
-
 
-
   
1,071,000
 
                       
May 30, 2004 - July 3, 2004  
18,237
(2)  
40.81
(2)
-
(2)  
1,071,000
 
                       
July 4, 2004 - July 31, 2004
-
-
-
1,071,000












Total
18,237
$
40.81
-
1,071,000












  1. In May 2000, the Board of Directors authorized a stock repurchase program authorizing the repurchase of up to 2 million shares of our outstanding common stock. The Company can utilize the repurchase program to repurchase shares on the open market or in private transactions from time to time, depending on market conditions. The repurchase program does not have an expiration date. Under this plan, 928,900 shares have been repurchased and the remaining availability is 1,071,100 shares as of the end of the quarter.
  2. This represents shares that were tendered by employees upon the exercise of stock options. The shares were tendered in satisfaction of the exercise price of such options. Accordingly, this share purchase is not considered a part of our publicly announced stock repurchase program.

 
ITEM 3
DEFAULTS UPON SENIOR SECURITIES

None
 
 
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None
 
 
ITEM 5
OTHER INFORMATION

None
 
 

Page 22



ITEM 6
EXHIBITS
  (3) (i) Certificate of Incorporation of the Company incorporated herein by reference from Exhibit 3 (a) to the Company's Quarterly Report on Form 10-Q for the quarter ended May 4, 2002.
    (ii) Bylaws of the Company as amended through February 5, 2004, incorporated herein by reference from Exhibit 3 (b) to the Company's Annual Report on Form 10-K for the year ended January 31, 2004.
  (10.1)   Amended and Restated Credit Agreement, dated as of July 21, 2004, among Brown Shoe Company, Inc., as lead borrower, Bank of America, N.A., as lead issuing bank, lead arranger, administrative agent, and collateral agent, LaSalle Bank, National Association, as syndication agent, Wells Fargo Foothill, LLC as documentation agent and the other financial institutions party thereto, as lenders, incorporated herein by reference to the Company's Form 8-K dated July 21, 2004.
   (10.2)   Form of Performance Share Award Agreement, filed herewith, to be issued under the Incentive and Stock Compensation Plan of 2002.
   (10.3)   Form of Non-Qualified Stock Option Plan Award Agreement, filed herewith, to be issued under the Incentive and Stock Compensation Plan of 2002.
   (10.4)   Form of Incentive Stock Option Agreement, filed herewith, to be issued under the Incentive and Stock Compensation Plan of 2002.
   (10.5)   Form of Restricted Stock Agreement, filed herewith, to be issued under the Incentive and Stock Compensation Plan of 2002.
  (31.1)   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  (31.2)   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  (32.1)   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
BROWN SHOE COMPANY, INC.
     
Date: September 8, 2004  
/s/ Andrew M. Rosen
   
Senior Vice President,
Chief Financial Officer and Treasurer
On Behalf of the Corporation and as the 
Principal Financial Officer

Page 23