UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Quarter Ended May 3, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-21915
COLDWATER CREEK INC.
(Exact name of registrant as specified in its charter)
| Delaware | 82-0419266 | |
| (State of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Coldwater Creek Drive, Sandpoint, Idaho 83864
(Address of principal executive offices)
(208) 263-2266
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act):
YES x NO ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
| Class |
Shares outstanding as of June 9,2003 | |
| Common Stock ($.01 par value) | 15,976,417 |
INDEX TO FORM 10-Q
| PART I. FINANCIAL INFORMATION | ||||
| Page | ||||
| Item 1. | Consolidated Financial Statements (unaudited) | |||
| Consolidated Balance Sheets at May 3, 2003 and February 1, 2003 | 3 | |||
| Consolidated Statements of Operations for the three-month periods ended May 3, 2003 and May 4, 2002 | 4 | |||
| Consolidated Statements of Cash Flows for the three-month periods ended May 3, 2003 and May 4, 2002 | 5 | |||
| Notes to the Consolidated Financial Statements | 6 | |||
| Item 2. | Managements Discussion and Analysis | 13 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 21 | ||
| Item 4. | Controls and Procedures | 21 | ||
| PART II. OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | 22 | ||
| Item 2. | Changes in Securities and Use of Proceeds | 22 | ||
| Item 3. | Defaults Upon Senior Securities | 22 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 22 | ||
| Item 5. | Other Information | 22 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 23 | ||
2
PART I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
COLDWATER CREEK INC. AND SUBSIDIARIES
(unaudited, in thousands, except for share data)
| May 3, 2003 |
February 1, 2003 |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 15,391 | $ | 26,630 | ||||
| Receivables |
8,504 | 6,112 | ||||||
| Inventories |
67,795 | 59,686 | ||||||
| Prepaid and other |
5,162 | 4,409 | ||||||
| Prepaid and deferred catalog costs |
6,649 | 7,133 | ||||||
| Deferred income taxes |
1,915 | 1,915 | ||||||
| Total current assets |
105,416 | 105,885 | ||||||
| Property and equipment, net |
82,933 | 81,214 | ||||||
| Other |
829 | 548 | ||||||
| Total assets |
$ | 189,178 | $ | 187,647 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ | 46,309 | $ | 45,951 | ||||
| Accrued liabilities |
20,371 | 18,919 | ||||||
| Income taxes payable |
| 3,650 | ||||||
| Total current liabilities |
66,680 | 68,520 | ||||||
| Deferred income taxes |
1,631 | 1,631 | ||||||
| Deferred rents |
12,990 | 11,533 | ||||||
| Total liabilities |
81,301 | 81,684 | ||||||
| Commitments and contingencies |
||||||||
| STOCKHOLDERS EQUITY: |
||||||||
| Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued and outstanding |
| | ||||||
| Common stock, $.01 par value, 60,000,000 shares authorized, 16,185,111 and 16,185,111 shares issued, respectively (a) |
162 | 162 | ||||||
| Additional paid-in capital |
51,286 | 51,286 | ||||||
| Treasury shares, at cost, 209,100 shares |
(4,715 | ) | (4,715 | ) | ||||
| Retained earnings (a) |
61,144 | 59,230 | ||||||
| Total stockholders equity |
107,877 | 105,963 | ||||||
| Total liabilities and stockholders equity |
$ | 189,178 | $ | 187,647 | ||||
| Note (a): | The above common stock issued and retained earnings amounts reflect a 50% stock dividend having the effect of a 3-for-2 stock split declared by the Board of Directors on December 19, 2002. |
The accompanying notes are an intregral part of these financial statements.
3
COLDWATER CREEK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except for per share data)
| Three Months Ended | ||||||
| May 3, 2003 |
May 4, 2002 (a) | |||||
| Statements of Operations: |
||||||
| Net sales |
$ | 115,204 | $ | 106,241 | ||
| Cost of sales |
70,055 | 61,253 | ||||
| Gross profit |
45,149 | 44,988 | ||||
| Selling, general and administrative expenses |
42,110 | 42,603 | ||||
| Income from operations |
3,039 | 2,385 | ||||
| Interest, net, and other |
131 | 8 | ||||
| Income before income taxes |
3,170 | 2,393 | ||||
| Income tax provision |
1,256 | 979 | ||||
| Net income |
$ | 1,914 | $ | 1,414 | ||
| Net income per shareBasic (b) |
$ | 0.12 | $ | 0.09 | ||
| Weighted average shares outstandingBasic (b) |
15,976 | 15,807 | ||||
| Net income per shareDiluted (b) |
$ | 0.12 | $ | 0.09 | ||
| Weighted average shares outstandingDiluted (b) |
16,046 | 15,990 | ||||
| Note (a): | The amounts for the three-months ended May 4, 2002 reflect the recasting of the fiscal quarter as a result of the Company changing its fiscal year-end from the Saturday nearest to February 28th to the Saturday nearest to January 31st, effective February 1, 2003. |
| Note (b): | The above weighted average shares outstanding and net income per share amounts reflect a 50% stock dividend having the effect of a 3-for-2 stock split declared by the Board of Directors on December 19, 2002. |
The accompanying notes are an intregral part of these financial statements.
4
COLDWATER CREEK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Three Months Ended |
||||||||
| May 3, 2003 |
May 4, 2002 |
|||||||
| OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 1,914 | $ | 1,414 | ||||
| Non cash items: |
||||||||
| Depreciation and amortization |
4,070 | 3,562 | ||||||
| Deferred rent amortization |
(203 | ) | (64 | ) | ||||
| Deferred income taxes |
| 2,924 | ||||||
| Tax benefit from exercises of stock options |
| 196 | ||||||
| Other |
| 92 | ||||||
| Net change in current assets and liabilities: |
||||||||
| Receivables |
(2,392 | ) | 2,409 | |||||
| Inventories |
(8,109 | ) | (18 | ) | ||||
| Prepaid and other |
(555 | ) | (1,167 | ) | ||||
| Prepaid and deferred catalog costs |
484 | 740 | ||||||
| Accounts payable |
358 | (9,377 | ) | |||||
| Accrued liabilities |
(7 | ) | 2,387 | |||||
| Current income taxes |
(3,650 | ) | (805 | ) | ||||
| Deferred rents |
1,972 | 1,204 | ||||||
| Net cash (used in) provided by operating activities |
(6,118 | ) | 3,497 | |||||
| INVESTING ACTIVITIES: |
||||||||
| Purchase of property and equipment |
(4,604 | ) | (5,183 | ) | ||||
| Repayments of executive loans |
| 267 | ||||||
| Net cash used in investing activities |
(4,604 | ) | (4,916 | ) | ||||
| FINANCING ACTIVITIES: |
||||||||
| Net proceeds from exercises of stock options |
| 497 | ||||||
| Other financing costs |
(517 | ) | | |||||
| Net cash (used in) provided by financing activities |
(517 | ) | 497 | |||||
| Net decrease in cash and cash equivalents |
(11,239 | ) | (922 | ) | ||||
| Cash and cash equivalents, beginning |
26,630 | 1,364 | ||||||
| Cash and cash equivalents, ending |
$ | 15,391 | $ | 442 | ||||
| SUPPLEMENTAL CASH FLOW DATA: |
||||||||
| Cash paid for income taxes |
$ | 5,361 | $ | 10 | ||||
The accompanying notes are an intregral part of these financial statements.
5
COLDWATER CREEK INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Interim Consolidated Financial Statements
Nature of Business and Organizational Structure
Coldwater Creek Inc., together with its wholly-owned subsidiaries (the Company), a Delaware corporation headquartered in Sandpoint, Idaho, is a triple-sales channel, two-operating segment retailer of womens apparel, jewelry, footwear, gift items and home merchandise. The Companys Direct Segment encompasses its traditional catalog business and Internet-based e-commerce business, whereas its Retail Segment encompasses its expanding base of full-line retail stores as well as its clearance outlet stores.
The Company has three wholly owned subsidiaries. Two of these subsidiaries currently have no substantive assets, liabilities, revenues or expenses. The third subsidiary, Aspenwood Advertising, Inc., produces, designs and distributes catalogs and other advertising materials used in Coldwater Creeks business.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated.
Fiscal Periods
References to a fiscal year refer to the calendar year in which such fiscal year commences. Historically, the Companys fiscal year ended on the Saturday nearest February 28th. However, on December 16, 2002, the Companys board of directors approved a change in the Companys fiscal year end from the Saturday nearest February 28th to the Saturday nearest January 31st, effective in 2003. The last day of fiscal year 2002, therefore, was February 1, 2003.
The Companys floating fiscal year-end typically results in 13-week fiscal quarters and a 52-week fiscal year, but will occasionally give rise to an additional week resulting in a 14-week fiscal fourth quarter and a 53-week fiscal year. References herein to three-month periods, or fiscal quarters refer to the respective 13 weeks ended on the date indicated.
Preparation of Interim Consolidated Financial Statements
The interim consolidated financial statements included herein have been prepared by the management of Coldwater Creek Inc., without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Companys consolidated financial position, results of operations and cash flows for the periods presented. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The consolidated financial position, results of operations and cash flows for the interim periods depicted herein are not necessarily indicative of that to be realized in future interim periods or for the fiscal year in its entirety. As these consolidated financial statements are condensed, they should be read in conjunction with the audited consolidated financial statements, and related notes thereto, included in the Companys most recent Annual Report on Form 10-K for the fiscal year ended February 1, 2003.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and timing of revenue and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are based on the Companys historical results as well as managements future expectations. The Companys actual results could vary from managements estimates and assumptions.
Reclassifications
Certain amounts in the accompanying consolidated financial statements for the comparative prior fiscal years interim periods have been reclassified to be consistent with the current fiscal years interim presentations.
6
In particular, during the fiscal 2003 first quarter, the Company began classifying its outlet store business and the revenue generated from phone and Internet orders originating at its retail stores as components of its Retail Segment. The Company made these reclassifications to reflect the manner in which the Companys segments are currently managed. Previously, the Companys outlet store business and the revenue generated from phone and Internet orders originating at the Companys retail stores were managed and classified as components of its Direct Segment. The Company has reclassified all prior period financial statements on a consistent basis. These reclassifications had no impact on the Companys consolidated net sales, net income, retained earnings or cash flows for any period.
Additionally, the common stock outstanding, retained earnings and net income per share amounts for all periods presented reflect a 50% stock dividend having the effect of a 3-for-2 stock split declared by the Companys Board of Directors on December 19, 2002.
Accounting for Stock Based Compensation
As allowed by SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), the Company has retained the compensation measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (APB No. 25), and its related interpretations, for stock options. Under APB No. 25, compensation expense is recognized based upon the difference, if any, at the measurement date between the market value of the stock and the option exercise price. The measurement date is the date at which both the number of options and the exercise price for each option are known.
The following table presents a reconciliation of the Companys actual net income to its pro forma net income had compensation expense for the Companys 1996 Stock Option/Stock Issuance Plan been determined using the compensation measurement principles of SFAS No. 123:
| Three Months Ended |
||||||||
| May 3, 2003 |
May 4, 2002 |
|||||||
| Net Income: |
||||||||
| As reported |
$ | 1,914 | $ | 1,414 | ||||
| Impact of applying SFAS 123 |
(208 | ) | (223 | ) | ||||
| Pro forma |
$ | 1,706 | $ | 1,191 | ||||
| Net income per share: |
||||||||
| As reportedBasic |
$ | 0.12 | $ | 0.09 | ||||
| Pro formaBasic |
0.11 | 0.08 | ||||||
| As reportedDiluted |
$ | 0.12 | $ | 0.09 | ||||
| Pro formaDiluted |
0.11 | 0.08 | ||||||
The above effects of applying SFAS No. 123 are not indicative of future amounts. Additional awards in future years are anticipated. In calculating the preceding, the fair value of each option granted during the first three-months of fiscal 2003 and fiscal 2002 was estimated on the date of grant using the Black-Scholes option-pricing model and the following weighted average assumptions:
| Three Months Ended |
||||||
| May 3, 2003 |
May 4, 2002 |
|||||
| Risk free interest rate |
2.5 | % | 4.7 | % | ||
| Expected volatility |
78.9 | % | 87.2 | % | ||
| Expected life (in years) |
4 | 4 | ||||
| Expected dividends |
None | None | ||||
7
Recently Adopted Accounting Standards
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations (SFAS No. 143), which sets forth the financial accounting and reporting to be followed for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. The Company adopted SFAS No. 143, effective February 2, 2003 for its fiscal 2003 consolidated financial statements with no material impact.
In June 2002, the FASB issued SFAS No. 146 Accounting for Costs Associated with Exit or Disposal Activities (SFAS No. 146). SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring) (EITF No. 94-3). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred and initially measured at fair value. EITF No. 94-3 required that a liability for an exit cost (as defined in EITF No. 94-3) was recognized at the date of an entitys commitment to an exit plan. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company would be impacted by SFAS No. 146 only if it were to commit to a plan for an exit or disposal activity. Currently, the Company has not committed to a plan for an exit or disposal activity.
In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement No. 123 (SFAS No. 148). This Statement amends FASB Statement No. 123 Accounting for Stock-Based Compensation (SFAS No. 123), to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. In fiscal 2002, the Company adopted the disclosure requirements of SFAS No. 148. However, the Company, at this time, does not intend to change to the fair value based method of accounting for stock-based employee compensation.
In January 2003, the FASB issued Interpretation No. 46 (FIN 46), Consolidation of Variable Interest Entities, an interpretation of ARB No. 51. The primary objectives of FIN 46 are to provide guidance on the identification of, and financial reporting for, entities for which control is achieved through means other than through voting rights; such entities are known as variable-interest entities (VIEs). FIN 46 is effective for VIEs which are created after January 31, 2003 and for all VIEs for the first fiscal year or interim period beginning after June 15, 2003. The Company has evaluated the provisions of FIN 46 and believes that this interpretation will have no material effect on its consolidated financial statements.
2. Receivables
Receivables consist of the following: