Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - BELK INCFinancial_Report.xls
EX-31.1 - EX-31.1 - BELK INCd530408dex311.htm
EX-32.1 - EX-32.1 - BELK INCd530408dex321.htm
EX-31.2 - EX-31.2 - BELK INCd530408dex312.htm
EX-32.2 - EX-32.2 - BELK INCd530408dex322.htm
Table of Contents

 

 

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 May 4, 2013

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 000-26207

 

 

BELK, INC.

(Exact Name of Registrant as Specified In Its Charter)

 

 

 

Delaware   56-2058574

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

2801 West Tyvola Road,

Charlotte, NC

  28217-4500
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code (704) 357-1000

N/A

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

 

 

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.    x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

¨

  

Accelerated filer

 

x

Non-accelerated filer

 

¨  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

At June 4, 2013, the registrant had issued and outstanding 40,070,513 shares of class A common stock and 920,403 shares of class B common stock.

 

 

 


Table of Contents

BELK, INC.

Index to Form 10-Q

 

     Page
Number
 

PART I. FINANCIAL INFORMATION

  

Item 1. Condensed Consolidated Financial Statements (unaudited)

  

Condensed Consolidated Statements of Income for the Three Months Ended May  4, 2013 and April 28, 2012

     4   

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended May 4, 2013 and April 28, 2012

     5   

Condensed Consolidated Balance Sheets as of May 4, 2013 and February 2, 2013

     6   

Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended May 4, 2013

     7   

Condensed Consolidated Statements of Cash Flows for the Three Months Ended May  4, 2013 and April 28, 2012

     8   

Notes to Unaudited Condensed Consolidated Financial Statements

     9   

Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     13   

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     17   

Item 4. Controls and Procedures

     17   

PART II. OTHER INFORMATION

  

Item 1. Legal Proceedings

     18   

Item 1A. Risk Factors

     18   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     18   

Item 3. Defaults Upon Senior Securities

     18   

Item 4. Mine Safety Disclosures

     18   

Item 5. Other Information

     18   

Item 6. Exhibits

     18   


Table of Contents

This Report Contains Forward-Looking Statements

Certain statements made in this report, and other written or oral statements made by or on behalf of the Company, may constitute forward-looking statements. Statements regarding future events and developments and the Company’s future performance, as well as our expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “intend,” “project,” “expect,” “anticipate,” “believe,” “estimate,” “continue” or other similar words.

Forward-looking statements include information concerning possible or assumed future results from merchandising, marketing and advertising in our stores and through the Internet, general economic conditions, and our ability to be competitive in the retail industry, our ability to execute profitability and efficiency strategies, our ability to execute growth strategies, anticipated benefits from our strategic initiatives to strengthen our merchandising and planning organizations, anticipated benefits from our belk.com website and our eCommerce fulfillment centers, the expected benefits of new systems and technology, and the anticipated benefits under our Program Agreement with GE. These forward-looking statements are subject to certain risks and uncertainties that may cause our actual results to differ significantly from the results we discuss in such forward-looking statements.

We believe that these forward-looking statements are reasonable. However, you should not place undue reliance on such statements. Any such forward-looking statements are qualified by the following important risk factors and other risks which may be disclosed from time to time in our filings that could cause actual results to differ materially from those predicted by the forward-looking statements. Forward-looking statements relate to the date initially made.

Risks and uncertainties that might cause our results to differ from those we project in our forward-looking statements include, but are not limited to:

 

   

Economic, political and business conditions, nationally and in our market areas, including rates of economic growth, interest rates, inflation or deflation, consumer credit availability, levels of consumer debt and bankruptcies, tax rates and policy, unemployment trends, a health pandemic, catastrophic events, potential acts of terrorism and threats of such acts and other matters that influence consumer confidence and spending;

 

   

Our ability to anticipate the demands of our customers for a wide variety of merchandise and services, including our predictions about the merchandise mix, quality, style, service, convenience and credit availability of our customers;

 

   

Unseasonable and extreme weather conditions in our market areas;

 

   

Seasonal fluctuations in quarterly net income due to the significant portion of our revenues generated during the holiday season in the fourth fiscal quarter and the significant amount of inventory we carry during that time;

 

   

Competition from other department and specialty stores and other retailers, including luxury goods retailers, general merchandise stores, Internet retailers, mail order retailers and off-price and discount stores, in the areas of price, merchandise mix, quality, style, service, convenience, credit availability and advertising;

 

   

Our ability to effectively use advertising, marketing and promotional campaigns to generate high customer traffic in our stores and through online sales;

 

   

Variations in the amount of vendor allowances;

 

   

Our ability to successfully implement our new information technology platform that will impact our primary merchandising, planning and core financial processes;

 

   

Our ability to successfully operate our website, and our fulfillment facilities and manage our social community engagement by providing a broader range of our information online, including current sales promotions and special events;

 

   

Our ability to manage multiple significant change initiatives simultaneously;

 

   

Our ability to find qualified vendors from which to source our merchandise and our ability to access products in a timely and efficient manner from a wide variety of domestic and international vendors; and to deliver in a timely and cost-efficient manner;

 

   

Increases in the price of merchandise, raw materials, fuel and labor or their reduced availability;

 

   

The income we receive from, and the timing of receipt of, payments from GE, the operator of our private label credit card business, which depends upon the amount of purchases made through the proprietary credit cards, changes in customers’ credit card use, and GE’s ability to extend credit to our customers;

 

   

Our ability to manage our expense structure;

 

   

Our ability to continue to open new stores, or to remodel or expand existing stores, including the availability of existing retail stores or store sites on acceptable terms and our ability to successfully execute our retailing concept in new markets and geographic regions;

 

   

Our ability to manage risks associated with owning and leasing real estate;

 

   

The efficient and effective operation of our distribution network, and information systems to manage sales, distribution, merchandise planning and allocation functions;

 

   

Our ability to prevent a security breach that results in the unauthorized disclosure of company, employee or customer information;

 

   

The effectiveness of third parties in managing our outsourced business;

 

   

Loss of key management or qualified employees or an inability to attract, retain and motivate additional highly skilled employees;

 

   

Changes in federal, state or local laws and regulations; and

 

   

Our ability to comply with debt covenants, which could adversely affect our capital resources, financial condition and liquidity.

For a detailed description of the risks and uncertainties that might cause our results to differ from those we project in our forward-looking statements, we refer you to the section captioned “Risk Factors” in our annual report on Form 10-K for the fiscal year ended February 2, 2013 that we filed with the SEC on April 17, 2013. Our other filings with the SEC may contain additional information concerning the risks and uncertainties listed above, and other factors you may wish to consider. Upon request, we will provide copies of these filings to you free of charge.

Our forward-looking statements are based on current expectations and speak only as of the date of such statements.


Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

BELK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

(unaudited)

 

     Three Months Ended  
     May 4,
2013
    April 28,
2012
 

Revenues

   $ 955,834      $ 909,798   

Cost of goods sold (including occupancy, distribution and buying expenses)

     645,268        602,528   

Selling, general and administrative expenses

     255,900        232,860   

Gain on sale of property and equipment

     522        1,146   

Asset impairment and exit costs

     743        99   
  

 

 

   

 

 

 

Operating income

     54,445        75,457   

Interest expense, net

     (10,754     (12,527
  

 

 

   

 

 

 

Income before income taxes

     43,691        62,930   

Income tax expense

     15,500        22,640   
  

 

 

   

 

 

 

Net income

   $ 28,191      $ 40,290   
  

 

 

   

 

 

 

Basic net income per share

   $ 0.66      $ 0.89   
  

 

 

   

 

 

 

Diluted net income per share

   $ 0.65      $ 0.89   
  

 

 

   

 

 

 

Weighted average shares outstanding:

    

Basic

     42,815,418        45,018,378   

Diluted

     43,220,337        45,321,658   

See accompanying notes to unaudited condensed consolidated financial statements.

 

4


Table of Contents

BELK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

     Three Months Ended  
     May 4,
2013
     April 28,
2012
 

Net income

   $ 28,191       $ 40,290   

Other comprehensive income:

     

Unrealized gain on interest rate swap, net of $345 income taxes for the three months ended April 28, 2012.

     —           581   

Defined benefit plan adjustments, net of $1,224 and $1,160 income taxes for the three months ended May 4, 2013 and April 28, 2012, respectively.

     2,062         1,957   
  

 

 

    

 

 

 

Total other comprehensive income

     2,062         2,538   
  

 

 

    

 

 

 

Total comprehensive income

   $ 30,253       $ 42,828   
  

 

 

    

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5


Table of Contents

BELK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(unaudited)

 

     May 4,
2013
    February 2,
2013
 

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 226,296      $ 269,177   

Accounts receivable, net

     37,487        32,004   

Merchandise inventory

     1,035,608        1,009,687   

Prepaid income taxes, expenses and other current assets

     34,539        28,460   
  

 

 

   

 

 

 

Total current assets

     1,333,930        1,339,328   

Property and equipment, net of accumulated depreciation and amortization of $1,450,579 and $1,418,877 as of May 4, 2013 and February 2, 2013, respectively.

     1,082,742        1,055,944   

Deferred income taxes

     40,351        43,292   

Other assets

     43,259        40,062   
  

 

 

   

 

 

 

Total assets

   $ 2,500,282      $ 2,478,626   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current liabilities:

    

Accounts payable

   $ 296,213      $ 255,763   

Accrued liabilities

     214,941        224,367   

Accrued income taxes

     9,720        22,334   

Deferred income taxes

     36,679        36,710   

Current installments of long-term debt and capital lease obligations

     9,459        9,714   
  

 

 

   

 

 

 

Total current liabilities

     567,012        548,888   

Long-term debt and capital lease obligations, excluding current installments

     388,296        390,110   

Retirement obligations and other noncurrent liabilities

     249,356        277,007   
  

 

 

   

 

 

 

Total liabilities

     1,204,664        1,216,005   
  

 

 

   

 

 

 

Stockholders’ equity:

    

Preferred stock

     —          —     

Common stock, 400 million shares authorized and 43.0 and 42.7 million shares issued and outstanding as of May 4, 2013 and February 2, 2013, respectively.

     430        427   

Paid-in capital

     274,654        271,913   

Retained earnings

     1,185,454        1,157,263   

Accumulated other comprehensive loss

     (164,920     (166,982
  

 

 

   

 

 

 

Total stockholders’ equity

     1,295,618        1,262,621   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 2,500,282      $ 2,478,626   
  

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6


Table of Contents

BELK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

 

                                Accumulated
Other
       
     Common Stock      Paid-in     Retained      Comprehensive        
     Shares      Amount      Capital     Earnings      Income (Loss)     Total  

Balance at February 2, 2013

     42,718       $ 427       $ 271,913      $ 1,157,263       $ (166,982   $ 1,262,621   

Net income

     —           —           —          28,191         —          28,191   

Other comprehensive income

     —           —           —          —           2,062        2,062   

Issuance of stock-based compensation

     —           —           (397     —           —          (397

Stock-based compensation expense

     —           —           3,138        —           —          3,138   

Common stock issued

     296         3         —          —           —          3   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance at May 4, 2013

     43,014       $ 430       $ 274,654      $ 1,185,454       $ (164,920   $ 1,295,618   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

7


Table of Contents

BELK, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended  
     May 4,
2013
    April 28,
2012
 

Cash flows from operating activities:

    

Net income

   $ 28,191      $ 40,290   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Asset impairment and exit costs

     743        99   

Deferred income tax expense

     3,496        4,298   

Depreciation and amortization expense

     32,020        30,416   

Stock-based compensation expense

     4,412        4,268   

Loss (gain) on sale of property and equipment

     135        (489

Amortization of deferred gain on sale and leaseback

     (657     (657

Amortization of deferred debt issuance costs

     207        204   

(Increase) decrease in:

    

Accounts receivable, net

     (5,483     637   

Merchandise inventory

     (25,921     (91,039

Prepaid income taxes, expenses and other assets

     (10,088     (15,346

Increase (decrease) in:

    

Accounts payable and accrued liabilities

     27,102        111,899   

Accrued income taxes

     (12,614     (3,291

Retirement obligations and other liabilities

     (25,406     93   
  

 

 

   

 

 

 

Net cash provided by operating activities

     16,137        81,382   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (49,688     (26,076

Proceeds from sales of property and equipment

     64        911   
  

 

 

   

 

 

 

Net cash used by investing activities

     (49,624     (25,165
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Principal payments on long-term debt and capital lease obligations

     (2,068     (1,994

Dividends paid

     —          (33,898

Stock compensation tax benefit

     1,644        1,858   

Cash paid for withholding taxes in lieu of stock-based compensation shares

     (8,970     (6,210
  

 

 

   

 

 

 

Net cash used by financing activities

     (9,394     (40,244
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (42,881     15,973   

Cash and cash equivalents at beginning of period

     269,177        456,272   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 226,296      $ 472,245   
  

 

 

   

 

 

 

Supplemental disclosures of cash flow information:

    

Income taxes paid

   $ 24,361      $ 21,204   

Interest paid, net of capitalized interest

     4,529        5,932   

Supplemental schedule of noncash investing activities:

    

Increase in property and equipment through accrued purchases

   $ 9,089      $ 7,023   

See accompanying notes to unaudited condensed consolidated financial statements.

 

8


Table of Contents

BELK, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Belk, Inc. and subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10-Q promulgated by the United States Securities and Exchange Commission (“SEC”) and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 2, 2013. In the opinion of management, this information is fairly presented and all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been included; however, certain items are included in these statements based on estimates for the entire year. Also, operating results for the three months ended May 4, 2013 may not be indicative of the operating results that may be expected for the full fiscal year.

Certain prior period amounts have been reclassified to conform with current year presentation. Previously, the Company presented amounts due from certain vendors on a gross basis. In the current year, the Company has presented amounts due from those certain vendors on a net basis. Accordingly, the Company has revised amounts presented for the three months ended April 28, 2012 on the cash flow statement and the twelve months ended February 2, 2013 on the balance sheet for comparability purposes. The revision had no impact on net income, cash flows from operating activities, or stockholders’ equity, and an insignificant impact on working capital for the three months ended April 28, 2012 and twelve months ended February 2, 2013.

(2) New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05,” which deferred the requirement to present on the face of the financial statements items that are reclassified from other comprehensive income to net income. In February 2013, the Financial Accounting Standards Board issued Accounting Standard Update No.2013-02,” which finalized the reporting requirements of reclassifications out of accumulated other comprehensive income. The Company adopted this guidance beginning in the first quarter of fiscal year 2014 when it was required. The adoption of this update did not have a material effect on the Company’s condensed consolidated results of operations, financial position or cash flows.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities,” which requires disclosure of both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to agreements similar to a master netting arrangements. In January 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” which clarified the scope of Accounting Standards Update No. 2011-11. The Company adopted this guidance beginning in the first quarter of fiscal year 2014 when it was required. The adoption of this update did not have a material effect on the Company’s condensed consolidated results of operations, financial position or cash flows.

 

9


Table of Contents

BELK, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(3) Accumulated Other Comprehensive Loss

The following table sets forth the components of accumulated other comprehensive loss:

 

     May 4,     February 2,  
     2013     2013  
     (in thousands)  

Defined benefit plans, net of $99,282 and $100,506 of income taxes as of May 4, 2013 and February 2, 2013, respectively.

   $ (164,920   $ (166,982
  

 

 

   

 

 

 

Accumulated other comprehensive loss

   $ (164,920   $ (166,982
  

 

 

   

 

 

 

As of May 4, 2013, the Company reclassified $2.1 million of amortization of defined benefit plan liabilities, net of $1.2 million in income taxes, from accumulated comprehensive income to selling, general and administrative expenses on the condensed consolidated statements of income.

(4) Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets and liabilities; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company has equity and fixed income investments related to its company-owned life insurance. The fair value of the investments is the estimated amount that the Company would receive if the policy was terminated, taking into consideration the current creditworthiness of the insurer. The fair value of the company-owned life insurance is considered Level 2, as it is determined by inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. Additionally, the change in the fair value of the company-owned life insurance is marked to market through income.

As of May 4, 2013 and February 2, 2013, the Company held company-owned life insurance measured at fair value on a recurring basis of $28.6 million and $24.5 million, respectively. These amounts are presented net of loans that are secured by some of these policies of $145.7 million and $147.4 million at May 4, 2013 and February 2, 2013, respectively. Total gross company-owned life insurance assets were $174.3 million and $171.9 million at May 4, 2013 and February 2, 2013, respectively.

The Company has in the past entered into interest rate swap agreements with financial institutions to manage the exposure to changes in interest rates. When doing so, the fair value of the interest rate swap agreement is the estimated amount that the Company would pay or receive to terminate the swap agreement, taking into account the current creditworthiness of the swap counterparty. The fair values of swap contracts are determined based on inputs that are readily available in public markets or can be derived from information available in publicly quoted markets. The Company has consistently applied these valuation techniques in all periods presented.

Certain long-lived assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). The fair value measurements related to long-lived assets are determined using expected future cash flow analyses. The Company estimates future cash flows based on historical experience and its expectation of future performance. The analyses use discounted cash flows and take into consideration any anticipated salvage value or sales price for the store. The analyses also assume available option periods through 20 years unless there is a real estate related event which would increase or decrease the time period. The Company classifies these measurements as Level 3. There were no significant impairments of long-lived assets for the three months ended May 4, 2013 and April 28, 2012.

 

10


Table of Contents

BELK, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The following table presents the carrying amounts and estimated fair values of financial instruments not recorded at fair value in the condensed consolidated balance sheets. The Company classifies these measurements as Level 2. As of May 4, 2013 and February 2, 2013, these included the Company’s fixed rate long-term debt, including the current portion.

 

     May 4, 2013      February 2, 2013  
     Carrying      Fair      Carrying      Fair  
     Value      Value      Value      Value  
     (in thousands)  

Financial liabilities

           

Long-term debt, including current portion

(excluding capitalized leases)

   $ 375,000       $ 404,914       $ 375,000       $ 397,889   

The fair value of the Company’s fixed rate long-term debt is estimated based on the current rates offered to the Company for debt of the same remaining maturities.

(5) Income Taxes

Income tax expense for the three months ended May 4, 2013 was $15.5 million, or 35.5% of pre-tax income, compared to $22.6 million, or 36.0% of pre-tax income, for the three months ended April 28, 2012. The decrease in income tax expense was due primarily to the decrease in income before income taxes for the three months ended May 4, 2013.

Due to a change in an IRS audit policy regarding capitalization of costs relating to tangible property, the Company, during the first quarter of fiscal year 2013, reduced the overall reserve for uncertain tax positions by $6.5 million, which resulted in a reduction in deferred tax assets with no effect on income tax expense for the first quarter of fiscal year 2013. The overall reserve was $16.2 million as of April 28, 2012.

(6) Pension, SERP and Postretirement Benefits

The Company has a defined benefit pension plan, the Belk Pension Plan, which prior to fiscal year 2010 had been partially frozen and closed to new participants. Pension benefits were suspended for fiscal year 2010, and effective December 31, 2009, the Pension Plan was frozen for those remaining participants whose benefits were not previously frozen.

The Company has a non-qualified defined benefit Supplemental Executive Retirement Plan, (“Old SERP”), which provides retirement and death benefits to certain qualified executives. Old SERP has been closed to new executives and has been replaced by the 2004 Supplemental Executive Retirement Plan (“2004 SERP”), a non-qualified defined contribution plan.

The Company also provides postretirement medical and life insurance benefits to certain employees, and was closed to new participants in 2002. The Company accounts for postretirement benefits by recognizing the cost of these benefits over an employee’s estimated term of service with the Company, in accordance with ASC 715, “Compensation — Retirement Benefits.”

 

11


Table of Contents

BELK, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The components of net periodic benefit expense for these plans are as follows:

 

     Three Months Ended  
     Pension Plan     Old SERP Plan      Postretirement Plan  
     May 4,     April 28,     May 4,      April 28,      May 4,      April 28,  
     2013     2012     2013      2012      2013      2012  
     (in thousands)  

Service cost

   $ —        $ —        $ 41       $ 38       $ 30       $ 29   

Interest cost

     5,691        5,854        129         140         228         266   

Expected return on plan assets

     (7,138     (7,240     —           —           —           —     

Amortization of transition obligation

     —          —          —           —           —           49   

Amortization of net loss

     3,123        2,842        132         119         31         107   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

Net periodic benefit expense

   $ 1,676      $ 1,456      $ 302       $ 297       $ 289       $ 451   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

During the three months ended May 4, 2013, the Company made a discretionary contribution to its Pension Plan of $25.0 million. The Company does not expect to make additional contributions to the Pension Plan before fiscal year end. During the three months ended April 28, 2012, the Company made discretionary contributions to its Pension Plan of $4.5 million.

(7) Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. The diluted EPS calculation includes the effect of contingently issuable stock-based compensation awards with remaining service vesting conditions as being outstanding at the beginning of the period in which all other vesting conditions are met.

If all necessary conditions have not been satisfied by the end of the period, the contingently issuable shares included in diluted EPS are based on the number of dilutive shares that would be issuable at the end of the contingency period. Contingently-issuable non-vested share awards are included in the diluted EPS calculation as of the beginning of the period (or as of the date of the contingent share agreement, if later).

The reconciliation of basic and diluted shares for the three months ended May 4, 2013 and April 28, 2012, are as follows:

 

     Three Months Ended  
     May 4,      April 28,  
     2013      2012  

Basic Shares

     42,815,418         45,018,378   

Dilutive contingently-issuable non-vested share awards

     404,588         296,959   

Dilutive contingently-issuable vested share awards

     331         6,321   
  

 

 

    

 

 

 

Diluted Shares

     43,220,337         45,321,658   
  

 

 

    

 

 

 

(8) Repurchase of Common Stock

On March 27, 2013, the Company’s Board of Directors approved a self-tender offer to purchase up to 1,500,000 shares of Class A and 500,000 shares of Class B common stock at a price of $50.00 per share. The tender offer was initiated on April 25, 2013 and completed on May 22, 2013 when the Company accepted for purchase 1,741,669 shares of Class A and 296,560 shares of Class B common stock for $101.9 million. In accordance with the offer to purchase and SEC rules, the Company accepted for purchase 241,669 additional shares of Class A common stock that were tendered by stockholders, which is less than 2.0% of the outstanding shares of Class A stock that were subject to the offer.

 

12


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Belk, Inc., together with its subsidiaries (collectively, the “Company” or “Belk”), is the largest family owned and operated department store business in the United States. As of May 4, 2013, the Company had 301 stores in 16 states, located primarily in the southern United States. The Company generated revenues of $4.0 billion for the fiscal year ended February 2, 2013, and together with its predecessors, has been successfully operating department stores since 1888 by seeking to provide superior service and merchandise that meets customers’ needs for fashion, value and quality.

The following discussion, which presents the results of the Company, should be read in conjunction with the Company’s consolidated financial statements as of February 2, 2013 and for the year then ended, and related Notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations, all contained in the Company’s Annual Report on Form 10-K for the year ended February 2, 2013.

The Company’s fiscal year is a 52- or 53-week period ending on the Saturday closest to each January 31. All references to “fiscal year 2013” refer to the 53-week fiscal year ended February 2, 2013, all references to “fiscal year 2014” refer to the 52-week fiscal year that will end February 1, 2014, and all references to “fiscal year 2015” refer to the 52-week fiscal year that will end January 31, 2015.

The Company’s revenues increased 5.1% in the first quarter of fiscal year 2014 to $955.8 million. Comparable store revenues increased 5.2% as a result of increased promotions and investments in ongoing strategic merchandising, marketing, branding, eCommerce and service excellence initiatives. eCommerce revenues increased by $15.6 million, or 67.0%, and contributed 1.6% of the 5.2% comparable store revenues for the period. The Company calculates comparable store revenue as sales from stores that have reached the one-year anniversary of their opening as of the beginning of the fiscal year and eCommerce revenues, but excludes closed stores. Stores undergoing remodeling, expansion or relocation remain in the comparable store revenue calculation. Definitions and calculations of comparable store revenue differ among companies in the retail industry. Operating income decreased to $54.4 million in the first quarter of fiscal year 2014 compared to $75.5 million during the same period in fiscal year 2013. Net income decreased to $28.2 million or $0.66 per basic share and $0.65 per diluted share in the first quarter of fiscal year 2014 compared to $40.3 million or $0.89 per basic and diluted share during the same period in fiscal year 2013. The decrease in net income was due primarily to higher expense associated with the Company’s investments in strategic initiatives, and an increase in costs of goods sold due to higher markdowns over the prior year.

Belk stores seek to provide customers the convenience of one-stop shopping, with an appealing merchandise mix and extensive offerings of brands, styles, assortments and sizes. Belk stores sell top national brands of fashion apparel, shoes and accessories for women, men and children, as well as cosmetics, home furnishings, housewares, fine jewelry, gifts and other types of quality merchandise. The Company also sells exclusive private label brands, which offer customers differentiated merchandise selections. Larger Belk stores may include hair salons, spas, restaurants, optical centers and other amenities.

Belk seeks to provide customers with a convenient and enjoyable shopping experience both in stores and online at belk.com, by offering an appealing merchandise mix that includes extensive assortments of brands, styles, and sizes. Belk stores and belk.com sell top national brands of fashion apparel, shoes and accessories for women, men and children, as well as cosmetics, home furnishings, housewares, fine jewelry, gifts and other types of quality merchandise. The Company also sells exclusive private label brands, which offer customers differentiated merchandise selections. Larger Belk stores may include hair salons, spas, restaurants, optical centers and other amenities.

The Company operates retail department stores in the highly competitive retail industry. Management believes that the principal competitive factors for retail department store operations include merchandise selection, quality, value, customer service and convenience. The Company believes it faces strong competitors in all of these areas. The Company’s primary competitors are traditional department stores, mass merchandisers, national apparel chains, individual specialty apparel stores, direct merchant firms and online retailers, including Macy’s, Inc., Dillard’s, Inc., Nordstrom, Inc., Kohl’s Corporation, Target Corporation, Sears Holding Corporation, TJX Companies, Inc., Wal-Mart Stores, Inc., J.C. Penney Company, Inc, and Amazon.com, Inc.

 

13


Table of Contents

The Company has focused its growth strategy in the last several years on remodeling and expanding existing stores, developing new merchandising concepts in targeted demand centers, and expanding its online capabilities. In addition, the Company recently announced a strategy to expand the number of Belk flagship locations. Belk currently operates 16 flagship stores that meet certain standards based on size, sales volume, location, premium brand assortments and Belk brand image. Under this strategy, the Company plans to nearly double the number of flagship stores over the next five years through expansions and remodels of existing stores, enhancement of premium brand offerings in existing stores, and opening new stores that meet the flagship store criteria. The Company will continue to explore new store opportunities within its existing 16-state footprint and in contiguous markets where Belk can leverage its name and reputation to distinguish its stores from the competition.

Results of Operations

The following table sets forth, for the periods indicated, the percentage relationship to revenues of certain items in the Company’s unaudited condensed consolidated statements of income, as well as a period comparison of changes in comparable store net revenue.

 

     Three Months Ended  
     May 4,     April 28,  
     2013     2012  

SELECTED FINANCIAL DATA

    

Revenues

     100.0     100.0

Cost of goods sold (including occupancy, distribution and buying expenses)

     67.5        66.2   

Selling, general and administrative expenses

     26.8        25.6   

Gain on sale of property and equipment

     0.1        0.1   

Asset impairment and exit costs

     0.1        —     

Operating income

     5.7        8.3   

Interest expense, net

     1.1        1.4   

Income before income taxes

     4.6        6.9   

Income tax expense

     1.6        2.5   

Net income

     2.9        4.4   

Comparable store net revenue increase

     5.2        7.4   

Revenues

The following table gives information regarding the percentage of revenues contributed by each merchandise area for each of the respective periods. There were no material changes for the periods as reflected in the table below.

 

     Three Months Ended  
     May 4,     April 28,  

Merchandise Areas

   2013     2012  

Women’s

     35     37

Cosmetics, Shoes and Accessories

     34        33   

Men’s

     16        15   

Home

     8        8   

Children’s

     7        7   
  

 

 

   

 

 

 

Total

     100     100
  

 

 

   

 

 

 

Comparison of the Three Months Ended May 4, 2013 and April 28, 2012

Revenues. The Company’s revenues for the three months ended May 4, 2013 increased 5.1%, or $46.0 million, to $955.8 million from $909.8 million during the same period in fiscal year 2013. The increase is primarily attributable to a 5.2% increase in revenues from comparable stores, partially offset by a decrease in revenues from closing stores of $4.0 million.

Cost of goods sold. Cost of goods sold was $645.3 million, or 67.5% of revenues, for the three months ended May 4, 2013 compared to $602.5 million, or 66.2% of revenues, for the same period in fiscal year 2013. The increase in cost of goods sold as a percentage of revenues was primarily attributable to increased markdown activity for the three months ended May 4, 2013.

 

14


Table of Contents

Selling, general and administrative expenses. Selling, general and administrative (“SG&A”) expenses were $255.9 million, or 26.8% of revenues, for the three months ended May 4, 2013, compared to $232.9 million, or 25.6% of revenues, for the same period in fiscal year 2013. The increase in the SG&A expense rate was primarily due to the Company’s investment in strategic initiatives, as well as amounts related to the Company’s 125th anniversary celebration, consisting of customer, associate and community related events.

Income tax expense. Income tax expense for the three months ended May 4, 2013 was $15.5 million, or 35.5% of pre-tax income, compared to $22.6 million, or 36.0% of pre-tax income, for the three months ended April 28, 2012. The decrease in expense was due primarily to the decrease in income before income taxes for the three months ended May 4, 2013.

Seasonality and Quarterly Fluctuations

The Company has historically experienced and expects to continue to experience seasonal fluctuations in its revenues, operating income and net income due to the seasonal nature of the retail business. The highest revenue period for the Company is the fourth quarter, which includes the holiday selling season. A disproportionate amount of the Company’s revenues and a substantial amount of the Company’s operating and net income are realized during the fourth quarter. If for any reason the Company’s revenues were below seasonal norms during the fourth quarter, the Company’s annual results of operations could be adversely affected. The Company’s inventory levels generally reach their highest levels in anticipation of increased revenues during these months. The Company’s quarterly results of operations could also fluctuate significantly as a result of a variety of factors, including the timing of new store openings.

Liquidity and Capital Resources

The Company’s primary sources of liquidity are cash on hand of $226.3 million as of May 4, 2013, cash flows from operations, and borrowings under debt facilities, which consist of a $350.0 million credit facility and $375.0 million in senior notes.

The credit facility, which matures in November 2015, allows for up to $250.0 million of outstanding letters of credit. The credit facility charges interest based upon certain Company financial ratios and the interest spread was calculated at May 4, 2013 using LIBOR plus 125 basis points, or 1.45%. The credit facility contains restrictive covenants including leverage and fixed charge coverage ratios. The Company’s calculated leverage ratio dictates the LIBOR spread that will be charged on outstanding borrowings in the subsequent quarter. The leverage ratio is calculated by dividing adjusted debt, which is the sum of the Company’s outstanding debt and last four quarters of rent expense multiplied by a factor of eight, by the last four quarters of pre-tax income plus net interest expense and non-cash items, such as depreciation, amortization, and impairment expense. At May 4, 2013, the maximum leverage ratio allowed under the credit facility was 4.0, and the calculated leverage ratio was 1.85. The Company was in compliance with all covenants as of May 4, 2013 and expects to remain in compliance with all debt covenants for the next twelve months and foreseeable future. As of May 4, 2013, the Company had $17.0 million of standby letters of credit outstanding under the credit facility, and availability under the credit facility was $333.0 million.

The senior notes have restrictive covenants that are similar to the Company’s credit facility, and had the following terms as of May 4, 2013:

 

Amount
(in  millions)
     Type of Rate    Rate    

Maturity Date

$ 100.0       Fixed      5.31   July 2015
  125.0       Fixed      6.20   August 2017
  50.0       Fixed      5.70   November 2020
  100.0       Fixed      5.21   January 2022

 

 

         
$ 375.0           

 

 

         

The debt facilities place certain restrictions on mergers, consolidations, acquisitions, sales of assets, indebtedness, transactions with affiliates, leases, liens, investments, dividends and distributions, exchange and issuance of capital stock and guarantees, and require maintenance of minimum financial ratios, which include a leverage ratio, consolidated debt to consolidated capitalization ratio and a fixed charge coverage ratio. These ratios are calculated exclusive of non-cash charges, such as fixed asset, goodwill and other intangible asset impairments.

 

15


Table of Contents

The Company may utilize derivative financial instruments (interest rate swap agreements) to manage the interest rate risk associated with its borrowings. As of May 4, 2013, the Company does not have any interest rate swaps outstanding. The Company has not historically traded, and does not anticipate prospectively trading, in derivatives. Previous swap agreements were used to reduce the potential impact of increases in interest rates on variable rate debt.

Belk has also planned investments totaling approximately $600 million over a five-year period that began in late fiscal year 2011 for key strategic initiatives including approximately $270 million for store expansions and remodels, $263 million for technology, $42 million for branding, and $14 million for customer service enhancements. Through the first quarter of fiscal year 2014, the Company was on track to complete the aforementioned investments in the timeframe stated.

Management believes that cash on hand of $226.3 million as of May 4, 2013, cash flows from operations and existing credit facilities will be sufficient to cover working capital needs, stock repurchases, dividends, capital expenditures, pension contributions and debt service requirements for the next twelve months and foreseeable future.

Net cash provided by operating activities was $16.1 million for the three months ended May 4, 2013 compared to $81.4 million for the same period in fiscal year 2013. The decrease in cash flows from operating activities for the three months ended May 4, 2013 was principally due to the decrease in payables and accrued liabilities driven by timing, offset by an increase in accrued income taxes and a $25.0 million pension contribution in the first quarter of fiscal year 2014.

Net cash used by investing activities was $49.6 million for the three months ended May 4, 2013 compared to $25.2 million for the same period in fiscal year 2013. The increase in cash used by investing activities primarily resulted from increased purchases of property and equipment of $23.6 million.

Net cash used by financing activities was $9.4 million for the three months ended May 4, 2013 compared to $40.2 million for the same period in fiscal year 2013. The decrease in cash used by financing activities was primarily due to a $33.9 million decrease in dividends paid in the first three months of fiscal year 2014 compared to the same period in fiscal year 2013. The dividend for fiscal year 2014, which would typically be in the first quarter, was accelerated and paid in the fourth quarter of fiscal year 2013.

Contractual Obligations and Commercial Commitments

A table representing the scheduled maturities of the Company’s contractual obligations and commercial commitments as of February 2, 2013 was included under the heading “Contractual Obligations and Commercial Commitments” of the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013. There have been no material changes from the information included in the Form 10-K.

Off-Balance Sheet Arrangements

The Company has not created, and is not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating the Company’s business. The Company does not have any arrangements or relationships with entities that are not consolidated into the financial statements that are reasonably likely to materially affect the Company’s liquidity or the availability of capital resources.

New Accounting Pronouncements

In January 2013, the Financial Accounting Standards Board issued Accounting Standards Update No. 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force),” which requires measurement of obligations within the scope of this guidance to be the sum of the amount agreed to pay on the basis of arrangement among co-obligors and any additional amounts expected to pay on behalf of co-obligors, in addition to disclosure of the nature and amount of the obligation. This guidance will be effective at the beginning of fiscal year 2015. The Company does not expect the adoption to have a material impact on the condensed consolidated financial statements.

 

16


Table of Contents

Impact of Inflation or Deflation

Although the Company expects that operations will be influenced by general economic conditions, including rising food, fuel and energy prices, management does not believe that inflation has had a material effect on the Company’s results of operations. However, there can be no assurance that our business will not be affected by such factors in the future.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s quantitative and qualitative market risk disclosures during the three months ended May 4, 2013 from the disclosures contained in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013.

Item 4. Controls and Procedures

The Company’s management conducted an evaluation pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

During the period covered by this report, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

17


Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business, the Company is subject to various legal proceedings and claims. The Company believes that the ultimate outcome of these matters will not have a material adverse effect on its consolidated financial position, cash flows or results of operations.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K filed on April 17, 2013.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

 

(a)

Exhibits

 

  3.1

  

Form of Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to pages B-24 to B-33 of the Company’s Registration Statement on Form S-4, filed on March 5, 1998 (File No. 333-42935)), as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on June 5, 2012).

  3.2

  

Form of Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K, filed on April 15, 2004), as amended by the First Amendment to the Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K, filed on June 5, 2012).

  4.1

  

Articles Fourth, Fifth and Seventh of the Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to pages B-24 to B-33 of the Company’s Registration Statement on Form S-4, filed on March 5, 1998 (File No. 333-42935)), as amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K, filed on June 5, 2012).

  4.2

  

Articles I and IV of the Second Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K, filed on April 15, 2004).

31.1

  

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

  

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted under Section 302 of the Sarbanes-Oxley Act of 2002.

 

18


Table of Contents

32.1

  

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

  

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

19


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    BELK, INC.
Dated: June 11, 2013     By:   /s/ Ralph A. Pitts
      Ralph A. Pitts
      Executive Vice President, General Counsel and
      Corporate Secretary
      (Authorized Officer of the Registrant)
    By:   /s/ Adam M. Orvos
      Adam M. Orvos
      Executive Vice President and Chief Financial Officer
      (Principal Financial Officer)

 

20