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 April 30, 2005
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 6, 2005 | |
| Common Stock ($.01 par value) | 60,841,488 |
| Page | ||
| PART I. FINANCIAL INFORMATION |
||
| 3 | ||
| Consolidated Balance Sheets at April 30, 2005, January 29, 2005 and May 1, 2004 (restated) |
3 | |
| 4 | ||
| 5 | ||
| 6 | ||
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
17 | |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
31 | |
| Item 4. Controls and Procedures |
32 | |
| PART II. OTHER INFORMATION |
||
| Item 1. Legal Proceedings |
33 | |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
33 | |
| Item 3. Defaults Upon Senior Securities |
33 | |
| 33 | ||
| Item 5. Other Information |
33 | |
| Item 6. Exhibits |
34 | |
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)
| April 30, 2005 |
January 29, 2005 |
May 1, 2004 | |||||||
| (restated) | |||||||||
| ASSETS | |||||||||
| CURRENT ASSETS: |
|||||||||
| Cash and cash equivalents |
$ | 116,504 | $ | 111,204 | $ | 54,642 | |||
| Receivables |
21,323 | 12,708 | 15,564 | ||||||
| Inventories |
80,588 | 63,752 | 56,853 | ||||||
| Prepaid and other |
7,434 | 6,628 | 6,161 | ||||||
| Prepaid and deferred catalog costs |
9,606 | 6,905 | 5,791 | ||||||
| Deferred income taxes |
1,079 | 1,079 | | ||||||
| Total current assets |
236,534 | 202,276 | 139,011 | ||||||
| Property and equipment, net |
130,330 | 120,689 | 97,065 | ||||||
| Deferred income taxes |
3,033 | 1,233 | | ||||||
| Other |
347 | 388 | 487 | ||||||
| Total assets |
$ | 370,244 | $ | 324,586 | $ | 236,563 | |||
| LIABILITIES AND STOCKHOLDERS EQUITY | |||||||||
| CURRENT LIABILITIES: |
|||||||||
| Accounts payable |
$ | 74,836 | $ | 49,406 | $ | 46,643 | |||
| Accrued liabilities |
34,923 | 31,646 | 28,695 | ||||||
| Income taxes payable |
7,214 | 4,736 | 5,295 | ||||||
| Deferred income taxes |
| | 115 | ||||||
| Total current liabilities |
116,973 | 85,788 | 80,748 | ||||||
| Deferred rents |
44,917 | 40,319 | 30,768 | ||||||
| Deferred income taxes |
| | 537 | ||||||
| Other |
197 | 200 | | ||||||
| Total liabilities |
162,087 | 126,307 | 112,053 | ||||||
| Commitments and contingencies |
|||||||||
| STOCKHOLDERS EQUITY: |
|||||||||
| Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued and outstanding |
| | | ||||||
| Common stock, $.01 par value, 150,000,000 shares authorized, 60,783,790, 60,652,538 and 54,556,936 shares issued, respectively |
608 | 607 | 546 | ||||||
| Additional paid-in capital |
100,247 | 98,861 | 48,931 | ||||||
| Retained earnings |
107,302 | 98,811 | 75,033 | ||||||
| Total stockholders equity |
208,157 | 198,279 | 124,510 | ||||||
| Total liabilities and stockholders equity |
$ | 370,244 | $ | 324,586 | $ | 236,563 | |||
The accompanying notes are an integral 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 | ||||||
| April 30, 2005 |
May 1, 2004 | |||||
| (restated) | ||||||
| Net sales |
$ | 155,636 | $ | 124,460 | ||
| Cost of sales |
82,799 | 70,298 | ||||
| Gross profit |
72,837 | 54,162 | ||||
| Selling, general and administrative expenses |
59,469 | 45,384 | ||||
| Income from operations |
13,368 | 8,778 | ||||
| Interest, net, and other |
758 | 31 | ||||
| Income before income taxes |
14,126 | 8,809 | ||||
| Income tax provision |
5,635 | 3,489 | ||||
| Net income |
$ | 8,491 | $ | 5,320 | ||
| Net income per share - Basic |
$ | 0.14 | $ | 0.10 | ||
| Weighted average shares outstanding - Basic |
60,699 | 54,450 | ||||
| Net income per share - Diluted |
$ | 0.14 | $ | 0.09 | ||
| Weighted average shares outstanding - Diluted |
62,676 | 56,435 | ||||
The accompanying notes are an integral part of these financial statements.
4
COLDWATER CREEK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
| Three Months Ended |
||||||||
| April 30, 2005 |
May 1, 2004 |
|||||||
| (restated) | ||||||||
| OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 8,491 | $ | 5,320 | ||||
| Non cash items: |
||||||||
| Depreciation and amortization |
5,744 | 4,369 | ||||||
| Deferred rent amortization |
(812 | ) | (253 | ) | ||||
| Deferred income taxes |
(1,800 | ) | (2,153 | ) | ||||
| Tax benefit from exercises of stock options |
488 | 266 | ||||||
| Other |
(17 | ) | (3 | ) | ||||
| Net change in current assets and liabilities: |
||||||||
| Receivables |
(8,582 | ) | (5,105 | ) | ||||
| Inventories |
(16,836 | ) | (4,152 | ) | ||||
| Prepaid and other |
(824 | ) | (408 | ) | ||||
| Prepaid and deferred catalog costs |
(2,701 | ) | (1,572 | ) | ||||
| Accounts payable |
25,430 | 7,788 | ||||||
| Accrued liabilities |
163 | 3,007 | ||||||
| Income taxes payable |
2,478 | 1,206 | ||||||
| Deferred rents |
6,760 | 7,791 | ||||||
| Net cash provided by operating activities |
17,982 | 16,101 | ||||||
| INVESTING ACTIVITIES: |
||||||||
| Purchase of property and equipment |
(13,041 | ) | (7,776 | ) | ||||
| Repayments of executive loans |
| 15 | ||||||
| Net cash used in investing activities |
(13,041 | ) | (7,761 | ) | ||||
| FINANCING ACTIVITIES: |
||||||||
| Net proceeds from exercises of stock options |
359 | 548 | ||||||
| Net cash provided by financing activities |
359 | 548 | ||||||
| Net increase in cash and cash equivalents |
5,300 | 8,888 | ||||||
| Cash and cash equivalents, beginning |
111,204 | 45,754 | ||||||
| Cash and cash equivalents, ending |
$ | 116,504 | $ | 54,642 | ||||
The accompanying notes are an integral part of these financial statements.
5
COLDWATER CREEK INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. 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 multi-channel, specialty retailer of womens apparel, accessories, jewelry and gift items. The Company operates in two reportable operating segments: Retail and Direct. The Companys Retail Segment consists of its full-line retail stores, resort stores and outlet stores. The Companys Direct Segment consists of its catalog and Internet-based e-commerce businesses.
The Company has four wholly-owned subsidiaries. Three of these subsidiaries currently have no substantive assets, liabilities, revenues or expenses. The fourth subsidiary, Aspenwood Advertising, Inc., produces, designs and distributes catalogs and other advertising materials used in Coldwater Creeks business.
2. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. 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. 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 to three-month periods, or fiscal quarters, refer to the quarter ended on the date indicated.
Preparation of Interim Consolidated Financial Statements
The Companys interim consolidated financial statements have been prepared by the management of Coldwater Creek pursuant to the rules and regulations of the Securities and Exchange Commission. These consolidated financial statements have not been audited. In the opinion of management, these consolidated financial statements contain all adjustments necessary to fairly present the Companys consolidated financial position, results of operations and cash flows for the periods presented. The adjustments consist solely of normal recurring adjustments. 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. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These statements should be read in conjunction with the audited consolidated financial statements, and related notes, included in the Companys most recent Annual Report on Form 10-K for the fiscal year ended January 29, 2005.
The Companys consolidated financial position, results of operations and cash flows for these interim periods are not necessarily indicative of the financial position, results of operations or cash flows to be realized in future periods.
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. Examples of these estimates and assumptions are embodied in the Companys sales returns accrual and its inventory obsolescence calculation. These estimates and assumptions are based on the Companys historical results as well as managements future expectations. The Companys actual results could vary from its estimates and assumptions.
6
Reclassifications
Certain amounts in the consolidated financial statements for the prior fiscal years interim period have been reclassified to be consistent with the current fiscal years interim presentation. These reclassifications had no impact on the Companys consolidated financial position, results of operations or cash flows for the periods presented.
Additionally, the common stock outstanding, retained earnings and net income per share amounts for all periods presented reflect two 50% stock dividends, each having the effect of a 3-for-2 stock split, declared by the Companys Board of Directors on June 12, 2004 and February 12, 2005.
Restatement of prior financial information
The Company restated its consolidated balance sheet at May 1, 2004 and its consolidated statements of operations and cash flows for the three months ended May 1, 2004. The restatement also affects the other quarterly periods of fiscal 2004, the balance sheet at January 31, 2004 and the consolidated statements of operations and cash flow for the fiscal year then ended as well as periods prior to fiscal 2004. The restatement corrects an error relating to the Companys recognition of rent expenses under Financial Accounting Standards Board Technical Bulletin No. 85-3, Accounting for Operating Leases with Scheduled Rent Increases. For additional information regarding this restatement, see Note 2. Significant Accounting Policies, Restatement of Prior Financial Information to the consolidated financial statements contained in the Companys Annual Report on Form 10-K for fiscal 2004. The Company did not amend its previously filed Quarterly Reports on Form 10-Q for the restatement, therefore the financial statements and related financial information contained in such reports should no longer be relied upon. Throughout this Form 10-Q, all referenced amounts for affected prior periods and prior period comparisons reflect the balances and amounts on a restated basis.
As a result of this restatement, the Companys financial results have been adjusted as follows (in thousands, except per share data):
| May 1, 2004 |
Adjustments |
May 1, 2004 | ||||||||
| (as previously reported) |
(as restated) | |||||||||
| Receivables |
$ | 9,347 | $ | 6,217 | $ | 15,564 | ||||
| Current deferred income tax liabilities |
| 115 | 115 | |||||||
| Income taxes payable |
3,231 | 2,064 | 5,295 | |||||||
| Deferred rents |
21,659 | 9,109 | 30,768 | |||||||
| Non-current deferred income tax liabilities |
3,844 | (3,307 | ) | 537 | ||||||
| Retained earnings |
$ | 76,797 | $ | (1,764 | ) | $ | 75,033 | |||
| Three Months Ended | ||||||||||
| May 1, 2004 |
Adjustments |
May 1, 2004 | ||||||||
| (as previously reported) |
(as restated) | |||||||||
| Net sales |
$ | 124,460 | $ | | $ | 124,460 | ||||
| Cost of sales |
70,076 | 222 | 70,298 | |||||||
| Gross profit |
54,384 | (222 | ) | 54,162 | ||||||
| Selling, general and administrative expenses |
45,384 | | 45,384 | |||||||
| Income from operations |
9,000 | (222 | ) | 8,778 | ||||||
| Interest, net, and other |
31 | | 31 | |||||||
| Income before provision for income taxes |
9,031 | (222 | ) | 8,809 | ||||||
| Provision for income taxes |
3,576 | (87 | ) | 3,489 | ||||||
| Net income |
$ | 5,455 | $ | (135 | ) | $ | 5,320 | |||
| Net income per share - Basic |
$ | 0.10 | $ | 0.10 | ||||||
| Net income per share - Diluted |
$ | 0.10 | $ | 0.09 | ||||||
7
Inventories