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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

(Registrant’s 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 issuer’s 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.    Management’s 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

CONSOLIDATED BALANCE SHEETS

(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 share—Basic (b)

   $ 0.12    $ 0.09
    

  

Weighted average shares outstanding—Basic (b)

     15,976      15,807

Net income per share—Diluted (b)

   $ 0.12    $ 0.09
    

  

Weighted average shares outstanding—Diluted (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 women’s apparel, jewelry, footwear, gift items and home merchandise. The Company’s 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 Creek’s 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 Company’s fiscal year ended on the Saturday nearest February 28th. However, on December 16, 2002, the Company’s board of directors approved a change in the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s historical results as well as management’s future expectations. The Company’s actual results could vary from management’s estimates and assumptions.

 

Reclassifications

 

Certain amounts in the accompanying consolidated financial statements for the comparative prior fiscal year’s interim periods have been reclassified to be consistent with the current fiscal year’s 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 Company’s segments are currently managed. Previously, the Company’s outlet store business and the revenue generated from phone and Internet orders originating at the Company’s 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 Company’s 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 Company’s 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 Company’s actual net income to its pro forma net income had compensation expense for the Company’s 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 reported—Basic

   $ 0.12     $ 0.09  

Pro forma—Basic

     0.11       0.08  

As reported—Diluted

   $ 0.12     $ 0.09  

Pro forma—Diluted

     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 entity’s 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 Compensation—Transition and Disclosure—an 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: