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8-K - FORM 8-K - Designer Brands Inc. | c22024e8vk.htm |
Exhibit 99.1
DSW Inc. Reports Second Quarter 2011 Results
| Net sales increase 14.7%, on a 12.3% increase in comparable sales |
| Gross profit margin rises 240 basis points to 32.7% of net sales |
| Reported diluted EPS totals $3.96 per share |
| Adjusted diluted EPS rises 42% to $0.74 per share, excluding the impact of the RVI merger |
| Company raises 2011 annual diluted earnings per share guidance to a range of $2.70 to $2.85 excluding any benefits or costs associated with the RVI merger |
COLUMBUS, Ohio, August 30, 2011 DSW Inc. (NYSE: DSW), a leading branded footwear and accessories
retailer, announced financial results for the three month and six month periods ended July 30,
2011, which compares to the three month and six month periods ended July 31, 2010 last year.
We continued our strong performance in the second quarter, delivering double-digit increases in
sales and comparable sales, expansion in gross margin and solid earnings growth driven by the
success of our format and our strategies, stated Mike MacDonald, President and Chief Executive
Officer, DSW Inc. We believe our sustained momentum is a clear indication of DSWs authority in
the footwear category. The second quarter marked our eighth consecutive quarter of strong
comparable sales approaching or equaling a double-digit growth rate. The second quarter also
represented a significant milestone for us as we completed the merger with Retail Ventures, Inc.
In our ongoing efforts to increase value for our shareholders, our Board approved a special
dividend of $2.00 per share and the initiation of a quarterly cash dividend payment of $0.15 per
share.
During the quarter we increased our mens and accessories penetration while continuing to grow
womens fashion footwear, MacDonald continued. We also launched our mobile website and kids
shoes online to further our market share gains in the high-growth e-commerce business. Despite
economic uncertainty and equity market volatility, we expect fiscal 2011 to represent another
strong year of growth and increased value for all DSW stakeholders.
Second Quarter Operating Results
| Net sales increased 14.7% to $476.3 million from $415.1 million in the second quarter of 2010. |
| Comparable sales for the second quarter increased 12.3%. This follows a 12.0% increase in comparable sales in the second quarter of 2010. |
| Reported net income was $139.9 million, or $3.96 per diluted share on 35.4 million weighted average shares outstanding, which included a net benefit of $106.2 million, related to the merger with RVI. This compares to reported net income of $26.9 million, or $1.00 per diluted share on 22.3 million weighted average shares outstanding, in the second quarter of 2010. |
| Net income, adjusted for items related to the completed merger with RVI, was $33.7 million, or $0.74 per diluted share on 45.3 million weighted average shares outstanding. This compares to adjusted net income of $23.5 million, or $0.52 per diluted share on 44.8 million weighted average shares outstanding, in the second quarter of 2010. |
| At the conclusion of this press release is a reconciliation of reported to adjusted results. |
Six-Month Operating Results
| Net sales increased 13.3% to $979.9 million from $864.7 million for the first six months of 2010. |
| Comparable sales for the first six months increased 11.5%. This follows a 14.1% increase in comparable sales in the first six months of 2010. |
| Reported net income was $101.7 million, or $3.54 per diluted share on 28.7 million weighted average shares outstanding, which included a net benefit of $28.4 million, related to the merger with Retail Ventures, Inc. This compares to reported net income of $21.0 million, or $0.98 per diluted share on 21.4 million weighted average shares outstanding, in the second quarter of 2010. |
| Net income, adjusted for items related to the completed merger with RVI, was $73.3 million, or $1.62 per diluted share on 45.3 million weighted average shares outstanding. This compares to adjusted net income of $53.6 million, or $1.20 per diluted share on 44.8 million weighted average shares outstanding, in the second quarter of 2010. |
| At the conclusion of this press release is a reconciliation of reported to adjusted results. |
Second Quarter Balance Sheet Highlights
| Cash and investments totaled $418 million compared to $305 million at the end of the second quarter 2010. |
| Inventories were $318 million compared to $309 million at the end of the second quarter of 2010. Inventory per square foot was flat compared to the second quarter of 2010. |
2
Recent Merger Transaction
On February 8, 2011, the Company and its largest shareholder, Retail Ventures, Inc., announced the
two companies had signed a definitive merger agreement providing for RVI to become a wholly-owned
subsidiary of DSW in an exchange of shares at an exchange ratio of 0.435 DSW shares for each RVI
share. On May 19, 2011 the merger was approved by DSW and RVI shareholders and closed on May 26,
2011. Pre-merger financial information presented in the DSW consolidated financial statements
represents consolidated Retail Ventures financial information. References to Retail Ventures or
RVI refer to the pre-merger entity. The pre-merger financial information has been retrospectively
recast for share and per share information, segment presentation and cost of sales.
As a result of the merger, DSW assumed all of RVIs obligations, including 6.625% mandatorily
exchangeable notes due September 15, 2011, known as Premium Income Exchangeable Securities
(PIES). Subsequent to quarter-end, on August 10, 2011 the Company announced that it would settle
the outstanding PIES for approximately 3.8 million shares of DSW Class A common stock on the
maturity date of September 15, 2011. Following the delivery of the shares to the holders of the
PIES, the Companys public float will increase by the 3.8 million shares. However, these shares
will not increase the number of DSW diluted shares reported in the first quarter of 2011 because
they have always been included in the diluted share count since the PIES were issued in 2006.
Based on terms in the PIES agreement, the number of shares required to settle the PIES could
increase up to an additional one million shares if during the applicable measuring period, August
15, 2011 to September 12, 2011, the average DSW stock price were to fall below $34.95. The DSW
stock price closed yesterday over $47 per share.
Fiscal 2011 Annual Outlook
The Company is raising its annual guidance. DSW continues to estimate annual comparable sales to
increase in the mid-single-digit range and now expects annual diluted earnings per share in the
range of $2.70 to $2.85 for fiscal 2011, excluding any impact from the merger with RVI. This
assumes moderate comp growth, flat gross margin and modest deleveraging of expenses in the second
half of fiscal 2011, as compared to the second half of fiscal 2010.
Webcast and Conference Call
To hear the Companys live earnings conference call, log on to http://www.dswinc.com/ today
at 8:30 AM Eastern, or call (888) 299-7230. To hear a replay of the earnings call, which will be
available approximately two hours after the conference call ends, dial 1-877-870-5176, followed by
passcode 2661490. An audio replay of the conference call, as well as additional financial
information, will also be available at http://www.dswinc.com/.
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About DSW Inc.
DSW Inc. is a leading branded footwear and accessories retailer that offers a wide selection of
brand name and designer dress, casual and athletic footwear and accessories for women, men and
kids. As of July 30, 2011, DSW operated 319 stores in 39 states and operated an e-commerce site,
http://www.dsw.com, and a mobile website,
http://m.dsw.com. DSW also supplied footwear to 352
leased locations in the United States. For store locations and additional information about DSW,
visit http://www.dswinc.com. Follow DSW on Twitter at
http://twitter.com/DSWShoeLovers and
like DSW on Facebook at http://www.facebook.com/DSW.
DSW INC.
Q2 AND YEAR-TO-DATE 2011 SEGMENT RESULTS
Q2 AND YEAR-TO-DATE 2011 SEGMENT RESULTS
Net sales by reportable segment:
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
July 30, 2011 | July 31, 2010 | % increase | July 30, 2011 | July 31, 2010 | % increase | |||||||||||||||||||
(in millions) | (in millions) | |||||||||||||||||||||||
DSW |
$ | 442.1 | $ | 381.9 | 15.8 | % | $ | 904.5 | $ | 793.6 | 14.0 | % | ||||||||||||
Leased Business Division |
34.2 | 33.2 | 3.0 | % | 75.4 | 71.1 | 6.0 | % | ||||||||||||||||
Total DSW Inc. |
$ | 476.3 | $ | 415.1 | 14.7 | % | $ | 979.9 | $ | 864.7 | 13.3 | % | ||||||||||||
Comparable sales change by reportable segment:
Three Months Ended | Six Months Ended | |||||||||||||||
July 30, 2011 | July 31, 2010 | July 30, 2011 | July 31, 2010 | |||||||||||||
DSW |
13.0 | % | 12.5 | % | 11.9 | % | 15.2 | % | ||||||||
Leased Business Division |
3.7 | % | 5.7 | % | 6.7 | % | 3.8 | % | ||||||||
Total DSW Inc. |
12.3 | % | 12.0 | % | 11.5 | % | 14.1 | % |
4
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Any statements in this release that are not historical facts, including the statements made in our
Fiscal 2011 Annual Outlook, are forward-looking statements and are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are
based on the Companys current expectations and involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by the forward-looking
statements. These factors include, but are not limited to: our success in opening and operating new
stores on a timely and profitable basis; continuation of supply agreements and the financial
condition of our leased business partners; disruption of our distribution and fulfillment
operations; failure to retain our key executives or attract qualified new personnel; our
competitiveness with respect to style, price, brand availability and customer service; our reliance
on our DSW Rewards program to drive traffic, sales and loyalty; maintaining good relationships
with our vendors; our ability to anticipate and respond to fashion trends; fluctuation of our
comparable sales and quarterly financial performance; uncertain general economic conditions; risks
inherent to international trade with countries that are major manufacturers of footwear; risks
related to our cash and investments; and the anticipated benefits of the merger with RVI taking
longer to realize or not being achieved in their entirety or realization of risks related to the
merger with RVI. Additional factors that could cause our actual results to differ materially from
our expectations are described in the Companys latest annual or quarterly report, as filed with
the SEC. All forward-looking statements speak only as of the time when made. The Company undertakes
no obligation to revise the forward-looking statements included in this press release to reflect
any future events or circumstances.
5
DSW INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
As of | As of | |||||||
July 30, 2011 | January 29, 2011 | |||||||
Assets |
||||||||
Cash and equivalents |
$ | 49,615 | $ | 99,126 | ||||
Short-term investments |
301,112 | 241,557 | ||||||
Accounts receivable, net |
14,653 | 13,186 | ||||||
Inventories |
318,263 | 309,013 | ||||||
Prepaid expenses and other current assets |
26,646 | 30,900 | ||||||
Deferred income taxes |
34,681 | 49,354 | ||||||
Total current assets |
744,970 | 743,136 | ||||||
Property and equipment, net |
220,778 | 212,342 | ||||||
Long-term investments |
66,786 | 49,987 | ||||||
Goodwill |
25,899 | 25,899 | ||||||
Deferred income taxes |
124,793 | |||||||
Other assets |
9,229 | 10,113 | ||||||
Total assets |
$ | 1,192,455 | $ | 1,041,477 | ||||
Liabilities and shareholders equity |
||||||||
Accounts payable |
$ | 127,482 | $ | 150,276 | ||||
Accrued expenses |
97,627 | 113,100 | ||||||
Conversion feature of short-term debt |
69,109 | 6,375 | ||||||
Warranty liability |
32,125 | 20,624 | ||||||
Current portion of long-term debt |
133,398 | 132,132 | ||||||
Total current liabilities |
459,741 | 422,507 | ||||||
Deferred income taxes and other non-current liabilities |
106,120 | 130,101 | ||||||
Total shareholders equity |
626,594 | 488,869 | ||||||
Total liabilities and shareholders equity |
$ | 1,192,455 | $ | 1,041,477 | ||||
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DSW INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
and
RECONCILIATION OF ADJUSTED RESULTS
(In thousands, except per share amounts)
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
and
RECONCILIATION OF ADJUSTED RESULTS
(In thousands, except per share amounts)
(Unaudited)
Three Months | Three Months | |||||||||||
Ended | Ended | |||||||||||
July 30, 2011 | July 30, 2011 | |||||||||||
Reported | Adjustments | Adjusted | ||||||||||
Net sales |
$ | 476,310 | $ | 476,310 | ||||||||
Cost of sales |
(320,758 | ) | (320,758 | ) | ||||||||
Operating expenses |
(106,628 | ) | (1) | $ | 6,103 | (100,525 | ) | |||||
Change in fair value of derivative instruments |
(22,943 | ) | (2) | 22,943 | ||||||||
Operating profit |
25,981 | 29,046 | 55,027 | |||||||||
Interest (expense)income, net |
(4,918 | ) | (3) | 5,404 | 486 | |||||||
Income from continuing operations before income taxes |
21,063 | 34,450 | 55,513 | |||||||||
Income tax benefit (provision) |
124,640 | (4) | (146,457 | ) | (21,817 | ) | ||||||
Income from continuing operations |
145,703 | (112,007 | ) | 33,696 | ||||||||
Total income from discontinued operations, net of tax |
168 | (5) | (168 | ) | ||||||||
Net income |
145,871 | (112,175 | ) | 33,696 | ||||||||
Less: net income attributable to the noncontrolling interests |
(6,001 | ) | (6) | 6,001 | ||||||||
Net income, net of noncontrolling interests |
$ | 139,870 | $ | (106,174 | ) | $ | 33,696 | |||||
Diluted earnings per share: |
||||||||||||
Diluted earnings per share from continuing operations, net of noncontrolling interests |
$ | 3.95 | $ | 0.74 | ||||||||
Diluted earnings per share from discontinued operations |
$ | 0.01 | $ | 0.00 | ||||||||
Diluted earnings per share, net of noncontrolling interests |
$ | 3.96 | $ | 0.74 | ||||||||
Diluted shares used in per share calculations: |
35,360 | (7) | 45,313 |
Notes: | |||
1) | Reflects DSW and RVI transaction costs and RVI-related expenses | ||
2) | Change in fair value of derivative instruments, which relate to RVIs Premium Income Exchangeable Securities (PIES) and warrants to purchase DSW or RVI (prior to the merger) common shares | ||
3) | Interest expense related to PIES and RVI debt | ||
4) | Reflects impact of reversal of valuation allowances and other merger related tax items | ||
5) | Reflects the removal of the elimination of discontinued operations, which relate to RVIs sale of Value City and Filenes Basement | ||
6) | Reflects the removal of the noncontrolling interest in DSW that RVI recorded through the merger date | ||
7) | Reported weighted average shares outstanding are prorated for pre-merger RVI shares through the merger date and post-merger DSW shares after the merger date and through period end. Through the merger date, RVI weighted average shares outstanding are adjusted for the 0.435 exchange ratio. After the merger date, the weighted average shares outstanding reflect DSW shares converted from RVI shares as well as DSW Class A Common Shares outstanding prior to the merger. Adjusted shares used in the per share calculations reflect DSWs weighted average shares outstanding as of the first quarter. |
7
Three Months | Three Months | |||||||||||
Ended | Ended | |||||||||||
July 31, 2010 | July 31, 2010 | |||||||||||
Reported | Adjustments | Adjusted | ||||||||||
Net sales |
$ | 415,120 | $ | 415,120 | ||||||||
Cost of sales |
(289,402 | ) | (289,402 | ) | ||||||||
Operating expenses |
(86,686 | ) | (1) | $ | (937 | ) | (87,623 | ) | ||||
Change in fair value of derivative instruments |
17,173 | (2) | (17,173 | ) | ||||||||
Operating profit |
56,205 | (18,110 | ) | 38,095 | ||||||||
Interest (expense) income, net |
(2,945 | ) | (3) | 3,082 | 137 | |||||||
Income from continuing operations before income taxes |
53,260 | (15,028 | ) | 38,232 | ||||||||
Income tax provision |
(17,630 | ) | (4) | 2,852 | (14,778 | ) | ||||||
Income from continuing operations |
35,630 | (12,176 | ) | 23,454 | ||||||||
Total income from discontinued operations, net of tax |
127 | (5) | (127 | ) | ||||||||
Net income |
35,757 | (12,303 | ) | 23,454 | ||||||||
Less: net income attributable to the noncontrolling interests |
(8,851 | ) | (6) | 8,851 | ||||||||
Net income, net of noncontrolling interests |
$ | 26,906 | $ | (3,452 | ) | $ | 23,454 | |||||
Diluted earnings per share: |
||||||||||||
Diluted earnings per share from continuing operations, net of noncontrolling interests |
$ | 1.00 | (7) | $ | 0.52 | |||||||
Diluted earnings per share from discontinued operations |
$ | 0.01 | $ | 0.00 | ||||||||
Diluted earnings per share, net of noncontrolling interests |
$ | 1.00 | $ | 0.52 | ||||||||
Diluted shares used in per share calculations: |
22,259 | (8) | 44,826 |
Notes: | |||
1) | Reflects RVI-related operating income, net of expenses. | ||
2) | Change in fair value of derivative instruments, which relate to RVIs PIES and warrants | ||
3) | Interest expense related to PIES and RVI debt | ||
4) | Reflects impact of RVI related tax expense | ||
5) | Reflects the removal of the elimination of discontinued operations, which relate to RVIs sale of Value City and Filenes Basement | ||
6) | Reflects the removal of the noncontrolling interest in DSW that RVI recorded through the merger date | ||
7) | Reflects a gain in the fair value of warrants of $4.6 million, which was excluded in the calculation of net income for earnings per share purposes and 0.8 million corresponding shares were included in the diluted share count. | ||
8) | Reported weighted average shares outstanding reflect the RVI weighted average shares outstanding adjusted for the 0.435 exchange ratio, as previously reported by RVI. Adjusted weighted average shares outstanding reflect what DSW previously reported during this period. |
8
Six Months | Six Months | |||||||||||
Ended | Ended | |||||||||||
July 30, 2011 | July 30, 2011 | |||||||||||
Reported | Adjustments | Adjusted | ||||||||||
Net sales |
$ | 979,898 | $ | 979,898 | ||||||||
Cost of sales |
(652,196 | ) | (652,196 | ) | ||||||||
Operating expenses |
(219,247 | ) | (1) | $ | 11,290 | (207,957 | ) | |||||
Change in fair value of derivative instruments |
(77,819 | ) | (2) | 77,819 | ||||||||
Operating profit |
30,636 | 89,109 | 119,745 | |||||||||
Interest (expense) income, net |
(8,063 | ) | (3) | 8,981 | 918 | |||||||
Income from continuing operations before income taxes |
22,573 | 98,090 | 120,663 | |||||||||
Income tax benefit (provision) |
99,701 | (4) | (147,105 | ) | (47,404 | ) | ||||||
Income from continuing operations |
122,274 | (49,015 | ) | 73,259 | ||||||||
Total income from discontinued operations, net of tax |
168 | (5) | (168 | ) | ||||||||
Net income |
122,442 | (49,183 | ) | 73,259 | ||||||||
Less: net income attributable to the noncontrolling interests |
(20,695 | ) | (6) | 20,695 | ||||||||
Net income, net of noncontrolling interests |
$ | 101,747 | $ | (28,488 | ) | $ | 73,259 | |||||
Diluted earnings per share: |
||||||||||||
Diluted earnings per share from continuing operations, net of noncontrolling interests |
$ | 3.54 | $ | 1.62 | ||||||||
Diluted earnings per share from discontinued operations |
$ | 0.01 | $ | 0.00 | ||||||||
Diluted earnings per share, net of noncontrolling interests |
$ | 3.54 | $ | 1.62 | ||||||||
Diluted shares used in per share calculations: |
28,705 | (7) | 45,313 |
Notes: | |||
1) | Reflects DSW and RVI transaction costs and RVI-related expenses | ||
2) | Change in fair value of derivative instruments, which relate to RVIs PIES and warrants | ||
3) | Interest expense related to PIES and RVI debt | ||
4) | Reflects impact of reversal of valuation allowances and other merger related tax items | ||
5) | Reflects the removal of the elimination of discontinued operations, which relate to RVIs sale of Value City and Filenes Basement | ||
6) | Reflects the removal of the noncontrolling interest in DSW that RVI recorded through the merger date | ||
7) | Reported weighted average shares outstanding are prorated for pre-merger RVI shares through the merger date and post-merger DSW shares after the merger date and through period end. Through the merger date, RVI weighted average shares outstanding are adjusted for the 0.435 exchange ratio. After the merger date, the weighted average shares outstanding reflect DSW shares converted from RVI shares as well as DSW Class A Common Shares outstanding prior to the merger. Adjusted shares used in the per share calculations reflect DSWs weighted average shares outstanding as of the first quarter. |
9
Six Months | Six Months | |||||||||||
Ended | Ended | |||||||||||
July 31, 2010 | July 31, 2010 | |||||||||||
Reported | Adjustments | Adjusted | ||||||||||
Net sales |
$ | 864,657 | $ | 864,657 | ||||||||
Cost of sales |
(591,574 | ) | (591,574 | ) | ||||||||
Operating expenses |
(185,631 | ) | (1) | $ | (212 | ) | (185,843 | ) | ||||
Change in fair value of derivative instruments |
(14,162 | ) | (2) | 14,162 | ||||||||
Operating profit |
73,290 | 13,950 | 87,240 | |||||||||
Interest (expense) income, net |
(5,284 | ) | (3) | 6,206 | 922 | |||||||
Income from continuing operations before income taxes |
68,006 | 20,156 | 88,162 | |||||||||
Income tax provision |
(29,806 | ) | (4) | (4,718 | ) | (34,524 | ) | |||||
Income from continuing operations |
38,200 | 15,438 | 53,638 | |||||||||
Total income from discontinued operations, net of tax |
2,970 | (5) | (2,970 | ) | ||||||||
Net income |
41,170 | 12,468 | 53,638 | |||||||||
Less: net income attributable to the noncontrolling interests |
(20,214 | ) | (6) | 20,214 | ||||||||
Net income, net of noncontrolling interests |
$ | 20,956 | $ | 32,682 | $ | 53,638 | ||||||
Diluted earnings per share: |
||||||||||||
Diluted earnings per share from continuing operations, net of noncontrolling interests |
$ | 0.84 | $ | 1.20 | ||||||||
Diluted earnings per share from discontinued operations |
$ | 0.14 | $ | 0.00 | ||||||||
Diluted earnings per share, net of noncontrolling interests |
$ | 0.98 | $ | 1.20 | ||||||||
Diluted shares used in per share calculations: |
21,446 | (7) | 44,800 |
Notes: | |||
1) | Reflects RVI-related operating income, net of expenses | ||
2) | Change in fair value of derivative instruments, which relate to RVIs PIES and warrants | ||
3) | Interest expense related to PIES and RVI debt | ||
4) | Reflects impact of RVI related tax expense | ||
5) | Reflects the removal of the elimination of discontinued operations, which relate to RVIs sale of Value City and Filenes Basement | ||
6) | Reflects the removal of the noncontrolling interest in DSW that RVI recorded through the merger date | ||
7) | Reported weighted average shares outstanding reflect the RVI weighted average shares outstanding adjusted for the 0.435 exchange ratio, as previously reported by RVI. Adjusted weighted average shares outstanding reflect what DSW previously reported during this period. |
10
This release contains certain adjusted financial measures. These measures are included as a
complement to reported results because management believes these adjusted financial measures help
explain underlying performance trends in DSWs business and provide useful information to both
management and investors. The unaudited Condensed Consolidated Statements of Operations and
Reconciliation of Adjusted Results should not be construed as an alternative to the reported
results determined in accordance with generally accepted accounting principles. Further, DSWs
definition of adjusted income information may differ from similarly titled measures used by other
companies. While it is not possible to predict future results, management believes the adjusted
information is useful to investors for the assessment of the ongoing operations of DSW. The
unaudited Condensed Consolidated Statements of Operations and Reconciliation of Adjusted Results
should be read in conjunction with DSWs and RVIs historical financial statements and notes
thereto contained in DSWs and RVIs quarterly reports on Form 10-Q and annual report on Form
10-K.
SOURCE: DSW Inc.
Company Contact: | ||
DSW Inc. | ||
Jennie Wilson | ||
Senior Vice President Finance & Controller | ||
(855) 893-5691 | ||
Investor Contacts: | ||
ICR, Inc. | ||
Allison Malkin / Anne Rakunas | ||
(203) 682-8200 / (310) 954-1113 |
11