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: October 30, 2004
or
| ¨ | 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: 1-13113
SAKS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Tennessee | 62-0331040 | |
| (State of Incorporation) | (I.R.S. Employer Identification Number) |
| 750 Lakeshore Parkway Birmingham, Alabama |
35211 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (205) 940-4000
Indicate by check mark whether 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 Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
As of November 27, 2004, the number of shares of the Registrants Common Stock outstanding was 139,730,302.
| Page No. | ||||
| PART I. FINANCIAL INFORMATION |
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| Item 1. Financial Statements (Unaudited) |
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| Condensed Consolidated Balance Sheets October 30, 2004, January 31, 2004 and November 1, 2003 |
3 | |||
| 4 | ||||
| 5 | ||||
| 6 | ||||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
26 | |||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
39 | |||
| Item 4. Controls and Procedures |
39 | |||
| Item 1. Legal Proceedings |
40 | |||
| Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
40 | |||
| Item 5. Other Information |
41 | |||
| Item 6. Exhibits and Reports on Form 8-K |
43 | |||
| SIGNATURES | 44 | |||
2
SAKS INCORPORATED and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
(Unaudited)
| October 30, 2004 |
January 31, 2004 |
November 1, 2003 | |||||||
| ASSETS |
|||||||||
| Current Assets |
|||||||||
| Cash and cash equivalents |
$ | 74,521 | $ | 365,834 | $ | 279,239 | |||
| Merchandise inventories |
1,856,358 | 1,451,275 | 1,753,887 | ||||||
| Other current assets |
169,591 | 162,893 | 161,252 | ||||||
| Deferred income taxes, net |
73,774 | 63,161 | 69,678 | ||||||
| Total current assets |
2,174,244 | 2,043,163 | 2,264,056 | ||||||
| Property and Equipment, net |
2,034,696 | 2,080,599 | 2,118,004 | ||||||
| Goodwill and Intangibles, net |
324,363 | 325,577 | 325,941 | ||||||
| Deferred Income Taxes, net |
153,426 | 121,859 | 149,436 | ||||||
| Other Assets |
89,268 | 83,671 | 57,284 | ||||||
| TOTAL ASSETS |
$ | 4,775,997 | $ | 4,654,869 | $ | 4,914,721 | |||
| LIABILITIES AND SHAREHOLDERS EQUITY |
|||||||||
| Current Liabilities |
|||||||||
| Trade accounts payable |
$ | 562,490 | $ | 319,216 | $ | 582,034 | |||
| Accrued expenses and other current liabilities |
515,630 | 495,310 | 511,049 | ||||||
| Current portion of long-term debt |
76,123 | 151,884 | 81,500 | ||||||
| Total current liabilities |
1,154,243 | 966,410 | 1,174,583 | ||||||
| Long-Term Debt |
1,428,095 | 1,125,637 | 1,249,175 | ||||||
| Other Long-Term Liabilities |
241,272 | 240,654 | 284,895 | ||||||
| Total liabilities |
2,823,610 | 2,332,701 | 2,708,653 | ||||||
| Shareholders Equity |
1,952,387 | 2,322,168 | 2,206,068 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
$ | 4,775,997 | $ | 4,654,869 | $ | 4,914,721 | |||
See notes to condensed consolidated financial statements.
3
SAKS INCORPORATED and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in thousands, except per share amounts)
(Unaudited)
| Three Months Ended |
Nine Months Ended |
|||||||||||||||
| October 30, 2004 |
November 1, 2003 |
October 30, 2004 |
November 1, 2003 |
|||||||||||||
| Net sales |
$ | 1,481,645 | $ | 1,467,147 | $ | 4,372,195 | $ | 4,086,111 | ||||||||
| Cost of sales (excluding depreciation and amortization) |
901,282 | 896,498 | 2,693,318 | 2,541,729 | ||||||||||||
| Gross margin |
580,363 | 570,649 | 1,678,877 | 1,544,382 | ||||||||||||
| Selling, general and administrative expenses |
408,715 | 388,653 | 1,165,253 | 1,051,040 | ||||||||||||
| Other operating expenses |
153,586 | 149,729 | 445,852 | 426,320 | ||||||||||||
| Store pre-opening costs |
3,568 | 2,730 | 4,807 | 4,991 | ||||||||||||
| Impairments and dispositions |
28,282 | 1,736 | 35,653 | 317 | ||||||||||||
| Operating income (loss) |
(13,788 | ) | 27,801 | 27,312 | 61,714 | |||||||||||
| Other income (expense): |
||||||||||||||||
| Interest expense, net |
(27,283 | ) | (26,161 | ) | (79,411 | ) | (82,926 | ) | ||||||||
| Other income (expense), net |
103 | 321 | 241 | 5,313 | ||||||||||||
| Income (loss) before income taxes |
(40,968 | ) | 1,961 | (51,858 | ) | (15,899 | ) | |||||||||
| Provision (benefit) for income taxes |
(16,153 | ) | (10,392 | ) | (20,129 | ) | (16,912 | ) | ||||||||
| Net income (loss) |
$ | (24,815 | ) | $ | 12,353 | $ | (31,729 | ) | $ | 1,013 | ||||||
| Earnings (loss) per common share |
$ | (0.18 | ) | $ | 0.09 | $ | (0.23 | ) | $ | 0.01 | ||||||
| Diluted earnings (loss) per common share |
$ | (0.18 | ) | $ | 0.09 | $ | (0.23 | ) | $ | 0.01 | ||||||
| Weighted average common shares: |
||||||||||||||||
| Basic |
138,249 | 136,894 | 140,289 | 140,208 | ||||||||||||
| Diluted |
138,249 | 140,950 | 140,289 | 142,649 | ||||||||||||
See notes to condensed consolidated financial statements.
4
SAKS INCORPORATED and SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
| Nine Months Ended |
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| October 30, 2004 |
November 1, 2003 |
|||||||
| Operating Activities: |
||||||||
| Net income (loss) |
$ | (31,729 | ) | $ | 1,013 | |||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |
||||||||
| Depreciation and amortization |
165,425 | 162,976 | ||||||
| Impairments and dispositions |
33,653 | 317 | ||||||
| Equity compensation |
7,942 | 5,049 | ||||||
| Deferred income taxes |
(26,909 | ) | (28,503 | ) | ||||
| Proceeds from sale of proprietary credit cards |
| 300,911 | ||||||
| Change in operating assets and liabilities, net |
(152,984 | ) | (165,978 | ) | ||||
| Net Cash (Used In) Provided By Operating Activities |
(4,602 | ) | 275,785 | |||||
| Investing Activities: |
||||||||
| Purchases of property and equipment |
(140,750 | ) | (135,807 | ) | ||||
| Business acquisitions and investments |
| (14,012 | ) | |||||
| Proceeds from the sale of property and equipment |
5,343 | 14,018 | ||||||
| Net Cash Used In Investing Activities |
(135,407 | ) | (135,801 | ) | ||||
| Financing Activities: |
||||||||
| Proceeds from issuance of convertible senior notes |
230,000 | | ||||||
| Payments for hedge and call options associated with convertible notes |
(25,043 | ) | | |||||
| Proceeds from revolving credit facility |
75,000 | | ||||||
| Payments on long-term debt and capital lease obligations |
(83,377 | ) | (2,753 | ) | ||||
| Cash dividends paid |
(282,719 | ) | | |||||
| Purchases and retirements of common stock |
(85,397 | ) | (71,744 | ) | ||||
| Proceeds from issuance of common stock |
20,232 | 4,184 | ||||||
| Net Cash Used In Financing Activities |
(151,304 | ) | (70,313 | ) | ||||
| Increase (Decrease) In Cash and Cash Equivalents |
(291,313 | ) | 69,671 | |||||
| Cash and cash equivalents at beginning of period |
365,834 | 209,568 | ||||||
| Cash and cash equivalents at end of period |
$ | 74,521 | $ | 279,239 | ||||
See notes to condensed consolidated financial statements.
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands, except per share amounts)
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND ORGANIZATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended October 30, 2004 are not necessarily indicative of the results that may be expected for the year ending January 29, 2005. The financial statements include the accounts of Saks Incorporated and its subsidiaries (collectively, the Company). All intercompany amounts and transactions have been eliminated. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended January 31, 2004.
In order to maintain consistency and comparability between periods presented, certain amounts have been reclassified from previously reported financial statements to conform to the financial statement presentation of the current period. These reclassifications have no effect on previously reported net income, shareholders equity or cash flows.
The accompanying balance sheet at January 31, 2004 has been derived from the audited financial statements at that date but does not include all disclosures required by generally accepted accounting principles.
The Company is a national retailer currently operating, through subsidiaries, traditional and luxury department stores. The Company operates the Saks Department Store Group (SDSG), which consists of stores operated under the following nameplates: Proffitts, McRaes, Younkers, Parisian, Herbergers, Carson Pirie Scott, Bergners, and Boston Store, as well as Club Libby Lu specialty stores. The Company also operates Saks Fifth Avenue Enterprises (SFAE), which consists of Saks Fifth Avenue luxury department stores and Saks Off 5th stores.
Net sales include sales of merchandise (net of returns and exclusive of sales taxes), commissions from leased departments and shipping and handling revenues related to merchandise sold. Commissions from leased departments were $8,754 and $8,880 for the three months ended October 30, 2004 and November 1, 2003, respectively. Leased department sales were $60,137 and $60,017 for the three months ended October 30, 2004 and November 1, 2003, respectively, and were excluded from net sales. Commissions from leased departments were $29,504 and $27,807 for the nine months ended October 30, 2004 and November 1, 2003, respectively. Leased department sales were $198,440 and $186,715 for the nine months ended October 30, 2004 and November 1, 2003, respectively, and were excluded from net sales.
6
Cash and cash equivalents primarily consists of cash on hand in the stores, deposits with banks and investments in money market accounts and short-duration fixed income mutual funds. Certain cash equivalents are stated at cost, which approximates fair value. Cash and cash equivalents included $249,000 at November 1, 2003, invested principally in various short-duration fixed income funds, which were marked to market. Income earned on these cash equivalents was $369 and $1,541 for the three-month periods ended October 30, 2004 and November 1, 2003, respectively. For the nine-month periods ended October 30, 2004 and November 1, 2003, income earned on these cash equivalents was $2,706 and $3,985, respectively. These amounts were reflected in Interest Expense.
NOTE 2 - EARNINGS PER COMMON SHARE
Calculations of earnings per common share (EPS) for the three months and nine months ended October 30, 2004 and November 1, 2003 are as follows (income (loss) and shares in thousands):
| For the Three Months Ended October 30, 2004 |
For the Three Months Ended November 1, 2003 | |||||||||||||||||
| Income (Loss) |
Weighted Average Shares |
Per Share Amount |
Income (Loss) |
Weighted Average Shares |
Per Share Amount | |||||||||||||
| Basic EPS |
$ | (24,815 | ) | 138,249 | $ | (0.18 | ) | $ | 12,353 | 136,894 | $ | 0.09 | ||||||
| Effect of dilutive stock options |
| | | | 4,056 | | ||||||||||||
| Diluted EPS |
$ | (24,815 | ) | 138,249 | $ | (0.18 | ) | $ | 12,353 | 140,950 | $ | 0.09 | ||||||
| For the Nine Months Ended October 30, 2004 |
For the Nine Months Ended November 1, 2003 | |||||||||||||||||
| Income (Loss) |
Weighted Average Shares |
Per Share Amount |
Income (Loss) |
Weighted Average Shares |
Per Share Amount | |||||||||||||
| Basic EPS |
$ | (31,729 | ) | 140,289 | $ | (0.23 | ) | $ | 1,013 | 140,208 | $ | 0.01 | ||||||
| Effect of dilutive stock options |
| | | | ||||||||||||||