þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from
|
|
to
|
|
DESIGNER BRANDS INC.
|
(Exact name of registrant as specified in its charter)
|
Ohio
|
|
31-0746639
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
810 DSW Drive, Columbus, Ohio
|
|
43219
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Not Applicable
|
(Former name, former address and former fiscal year, if changed since last report)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Class A Common Shares, without par value
|
DBI
|
New York Stock Exchange
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
Item 1. Financial Statements
|
|
PART II. OTHER INFORMATION
|
|
PART I.
|
FINANCIAL INFORMATION
|
Item 1.
|
Financial Statements
|
|
Three months ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
Revenue:
|
|
|
|
||||
Net sales
|
$
|
869,992
|
|
|
$
|
710,437
|
|
Commission, franchise and other revenue
|
8,523
|
|
|
1,665
|
|
||
Total revenue
|
878,515
|
|
|
712,102
|
|
||
Cost of sales
|
(613,956
|
)
|
|
(505,212
|
)
|
||
Operating expenses
|
(222,806
|
)
|
|
(168,420
|
)
|
||
Income from equity investment in ABG-Camuto
|
2,228
|
|
|
—
|
|
||
Operating profit
|
43,981
|
|
|
38,470
|
|
||
Interest income (expense), net
|
(1,801
|
)
|
|
664
|
|
||
Non-operating expenses, net
|
(342
|
)
|
|
(2,137
|
)
|
||
Income before income taxes and loss from equity investment in TSL
|
41,838
|
|
|
36,997
|
|
||
Income tax provision
|
(10,644
|
)
|
|
(11,390
|
)
|
||
Loss from equity investment in TSL
|
—
|
|
|
(1,310
|
)
|
||
Net income
|
$
|
31,194
|
|
|
$
|
24,297
|
|
Basic and diluted earnings per share:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.41
|
|
|
$
|
0.30
|
|
Diluted earnings per share
|
$
|
0.40
|
|
|
$
|
0.30
|
|
Weighted average shares used in per share calculations:
|
|
|
|
||||
Basic shares
|
77,004
|
|
|
80,108
|
|
||
Diluted shares
|
78,263
|
|
|
80,758
|
|
|
Three months ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
Net income
|
$
|
31,194
|
|
|
$
|
24,297
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
||||
Foreign currency translation loss
|
(714
|
)
|
|
(4,685
|
)
|
||
Unrealized net gain (loss) on debt securities
|
242
|
|
|
(344
|
)
|
||
Reclassification adjustment for net losses (gains) realized in net income
|
(88
|
)
|
|
1,905
|
|
||
Total other comprehensive loss, net of income taxes
|
(560
|
)
|
|
(3,124
|
)
|
||
Total comprehensive income
|
$
|
30,634
|
|
|
$
|
21,173
|
|
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
70,671
|
|
|
$
|
99,369
|
|
|
$
|
197,162
|
|
Investments
|
51,259
|
|
|
69,718
|
|
|
71,708
|
|
|||
Accounts receivable, net
|
78,287
|
|
|
68,870
|
|
|
13,571
|
|
|||
Inventories
|
642,045
|
|
|
645,317
|
|
|
539,700
|
|
|||
Prepaid expenses and other current assets
|
54,463
|
|
|
71,945
|
|
|
56,815
|
|
|||
Total current assets
|
896,725
|
|
|
955,219
|
|
|
878,956
|
|
|||
Property and equipment, net
|
405,156
|
|
|
409,576
|
|
|
352,550
|
|
|||
Operating lease assets
|
993,622
|
|
|
—
|
|
|
—
|
|
|||
Goodwill
|
90,881
|
|
|
89,513
|
|
|
25,899
|
|
|||
Intangible assets
|
42,298
|
|
|
46,129
|
|
|
135
|
|
|||
Deferred tax assets
|
27,909
|
|
|
30,283
|
|
|
28,174
|
|
|||
Equity investments
|
60,193
|
|
|
58,125
|
|
|
2,401
|
|
|||
Notes receivable from TSL
|
—
|
|
|
—
|
|
|
123,710
|
|
|||
Other assets
|
32,384
|
|
|
31,739
|
|
|
19,793
|
|
|||
Total assets
|
$
|
2,549,168
|
|
|
$
|
1,620,584
|
|
|
$
|
1,431,618
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
224,576
|
|
|
$
|
261,625
|
|
|
$
|
186,038
|
|
Accrued expenses
|
186,992
|
|
|
201,535
|
|
|
139,346
|
|
|||
Current operating lease liabilities
|
184,456
|
|
|
—
|
|
|
—
|
|
|||
Total current liabilities
|
596,024
|
|
|
463,160
|
|
|
325,384
|
|
|||
Debt
|
235,000
|
|
|
160,000
|
|
|
—
|
|
|||
Non-current operating lease liabilities
|
921,145
|
|
|
—
|
|
|
—
|
|
|||
Other non-current liabilities
|
34,148
|
|
|
165,047
|
|
|
145,366
|
|
|||
Total liabilities
|
1,786,317
|
|
|
788,207
|
|
|
470,750
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
Shareholders' equity:
|
|
|
|
|
|
||||||
Common shares paid-in capital, no par value
|
982,093
|
|
|
978,794
|
|
|
965,623
|
|
|||
Treasury shares, at cost
|
(448,436
|
)
|
|
(373,436
|
)
|
|
(325,906
|
)
|
|||
Retained earnings
|
257,453
|
|
|
254,718
|
|
|
359,342
|
|
|||
Basis difference related to acquisition of commonly controlled entity
|
(24,993
|
)
|
|
(24,993
|
)
|
|
(24,993
|
)
|
|||
Accumulated other comprehensive loss
|
(3,266
|
)
|
|
(2,706
|
)
|
|
(13,198
|
)
|
|||
Total shareholders' equity
|
762,851
|
|
|
832,377
|
|
|
960,868
|
|
|||
Total liabilities and shareholders' equity
|
$
|
2,549,168
|
|
|
$
|
1,620,584
|
|
|
$
|
1,431,618
|
|
|
Number of shares
|
|
Amounts
|
|||||||||||||||||||||||||||||
|
Class A common shares
|
|
Class B common shares
|
|
Treasury shares
|
|
Common shares paid in capital
|
|
Treasury shares
|
|
Retained earnings
|
|
Basis difference related to acquisition of commonly controlled entity
|
|
Accumulated other comprehensive loss
|
|
Total
|
|||||||||||||||
Three months ended May 4, 2019
|
||||||||||||||||||||||||||||||||
Balance, February 2, 2019
|
70,672
|
|
|
7,733
|
|
|
15,091
|
|
|
$
|
978,794
|
|
|
$
|
(373,436
|
)
|
|
$
|
254,718
|
|
|
$
|
(24,993
|
)
|
|
$
|
(2,706
|
)
|
|
$
|
832,377
|
|
Cumulative effect of accounting change
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,556
|
)
|
|
—
|
|
|
—
|
|
|
(9,556
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31,194
|
|
|
—
|
|
|
—
|
|
|
31,194
|
|
||||||
Stock-based compensation activity
|
172
|
|
|
—
|
|
|
—
|
|
|
3,299
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,299
|
|
||||||
Repurchase of Class A common shares
|
(3,410
|
)
|
|
—
|
|
|
3,410
|
|
|
—
|
|
|
(75,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,000
|
)
|
||||||
Dividends ($0.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,903
|
)
|
|
—
|
|
|
—
|
|
|
(18,903
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(560
|
)
|
|
(560
|
)
|
||||||
Balance, May 4, 2019
|
67,434
|
|
|
7,733
|
|
|
18,501
|
|
|
$
|
982,093
|
|
|
$
|
(448,436
|
)
|
|
$
|
257,453
|
|
|
$
|
(24,993
|
)
|
|
$
|
(3,266
|
)
|
|
$
|
762,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Three months ended May 5, 2018
|
||||||||||||||||||||||||||||||||
Balance, February 3, 2018
|
72,294
|
|
|
7,733
|
|
|
13,091
|
|
|
$
|
961,245
|
|
|
$
|
(325,906
|
)
|
|
$
|
354,979
|
|
|
$
|
(24,993
|
)
|
|
$
|
(10,074
|
)
|
|
$
|
955,251
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,297
|
|
|
—
|
|
|
—
|
|
|
24,297
|
|
||||||
Stock-based compensation activity
|
176
|
|
|
—
|
|
|
—
|
|
|
4,378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,378
|
|
||||||
Dividends ($0.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,934
|
)
|
|
—
|
|
|
—
|
|
|
(19,934
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,124
|
)
|
|
(3,124
|
)
|
||||||
Balance, May 5, 2018
|
72,470
|
|
|
7,733
|
|
|
13,091
|
|
|
$
|
965,623
|
|
|
$
|
(325,906
|
)
|
|
$
|
359,342
|
|
|
$
|
(24,993
|
)
|
|
$
|
(13,198
|
)
|
|
$
|
960,868
|
|
|
Three months ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
31,194
|
|
|
$
|
24,297
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
21,422
|
|
|
18,011
|
|
||
Stock-based compensation expense
|
4,370
|
|
|
4,514
|
|
||
Deferred income taxes
|
(364
|
)
|
|
(413
|
)
|
||
Loss (income) from equity investments
|
(2,228
|
)
|
|
1,310
|
|
||
Lease exit non-cash charges
|
—
|
|
|
3,559
|
|
||
Loss on foreign currency reclassified from accumulated other comprehensive loss
|
—
|
|
|
1,745
|
|
||
Other
|
(3,623
|
)
|
|
6,248
|
|
||
Change in operating assets and liabilities, net of acquired amounts:
|
|
|
|
||||
Accounts receivable
|
(10,330
|
)
|
|
5,665
|
|
||
Inventories
|
1,235
|
|
|
(37,797
|
)
|
||
Prepaid expenses and other current assets
|
(880
|
)
|
|
(7,361
|
)
|
||
Accounts payable
|
(32,254
|
)
|
|
12,767
|
|
||
Accrued expenses
|
(11,568
|
)
|
|
(7,250
|
)
|
||
Net cash provided by (used in) operating activities
|
(3,026
|
)
|
|
25,295
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for property and equipment
|
(24,879
|
)
|
|
(18,185
|
)
|
||
Purchases of available-for-sale investments
|
—
|
|
|
(8,106
|
)
|
||
Sales of available-for-sale investments
|
18,691
|
|
|
59,915
|
|
||
Additional borrowings by TSL
|
—
|
|
|
(15,989
|
)
|
||
Net cash provided by (used in) investing activities
|
(6,188
|
)
|
|
17,635
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowing on revolving line of credit
|
215,200
|
|
|
—
|
|
||
Payments on revolving line of credit
|
(140,200
|
)
|
|
—
|
|
||
Cash paid for treasury shares
|
(75,000
|
)
|
|
—
|
|
||
Dividends paid
|
(18,903
|
)
|
|
(19,934
|
)
|
||
Other
|
(986
|
)
|
|
(1,766
|
)
|
||
Net cash used in financing activities
|
(19,889
|
)
|
|
(21,700
|
)
|
||
Effect of exchange rate changes on cash balances
|
839
|
|
|
—
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
(28,264
|
)
|
|
21,230
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
100,568
|
|
|
175,932
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
72,304
|
|
|
$
|
197,162
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
721
|
|
|
$
|
2,401
|
|
Cash paid for interest on debt
|
$
|
1,987
|
|
|
$
|
—
|
|
Cash paid for operating lease liabilities
|
$
|
59,162
|
|
|
$
|
—
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Property and equipment purchases not yet paid
|
$
|
6,542
|
|
|
$
|
7,186
|
|
Operating lease liabilities arising from lease asset additions (excluding ASU 2016-02 transition adjustments)
|
$
|
4,621
|
|
|
$
|
—
|
|
Adjustment to operating lease assets and lease liabilities for modifications
|
$
|
19,147
|
|
|
$
|
—
|
|
(in thousands)
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
Cash and cash equivalents
|
$
|
70,671
|
|
|
$
|
99,369
|
|
|
$
|
197,162
|
|
Restricted cash, included in prepaid expenses and other current assets
|
1,633
|
|
|
1,199
|
|
|
—
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
72,304
|
|
|
$
|
100,568
|
|
|
$
|
197,162
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Quoted prices for similar assets or liabilities in active markets or inputs that are observable.
|
•
|
Level 3 - Unobservable inputs in which little or no market activity exists.
|
(in thousands)
|
Final Purchase Price and Allocation
|
||
Purchase price:
|
|
||
Cash consideration, net of cash acquired
|
$
|
28,152
|
|
Replacement stock-based awards attributable to pre-acquisition services
|
196
|
|
|
Fair value of previously held assets
|
92,242
|
|
|
|
$
|
120,590
|
|
Fair value of assets and liabilities acquired:
|
|
||
Inventories
|
$
|
66,072
|
|
Other current assets
|
3,687
|
|
|
Property and equipment
|
41,008
|
|
|
Goodwill
|
43,022
|
|
|
Intangible assets
|
20,689
|
|
|
Accounts payable and accrued expenses
|
(33,196
|
)
|
|
Non-current liabilities
|
(20,692
|
)
|
|
|
$
|
120,590
|
|
(in thousands)
|
Preliminary Purchase Price and Allocation
|
|
Measurement Period Adjustments
|
|
Revised Purchase Price and Allocation
|
||||||
Purchase price -
|
|
|
|
|
|
||||||
Cash consideration, net of cash acquired
|
$
|
171,251
|
|
|
$
|
—
|
|
|
$
|
171,251
|
|
Fair value of assets and liabilities acquired:
|
|
|
|
|
|
||||||
Accounts receivable
|
$
|
83,939
|
|
|
$
|
1,601
|
|
|
$
|
85,540
|
|
Inventories
|
74,499
|
|
|
(758
|
)
|
|
73,741
|
|
|||
Other current assets
|
7,197
|
|
|
591
|
|
|
7,788
|
|
|||
Property and equipment
|
43,906
|
|
|
—
|
|
|
43,906
|
|
|||
Goodwill
|
63,614
|
|
|
1,368
|
|
|
64,982
|
|
|||
Intangible asset
|
27,000
|
|
|
—
|
|
|
27,000
|
|
|||
Other assets
|
13,351
|
|
|
—
|
|
|
13,351
|
|
|||
Accounts payable and other liabilities
|
(122,811
|
)
|
|
(2,664
|
)
|
|
(125,475
|
)
|
|||
Non-current liabilities
|
(19,444
|
)
|
|
(138
|
)
|
|
(19,582
|
)
|
|||
|
$
|
171,251
|
|
|
$
|
—
|
|
|
$
|
171,251
|
|
(in thousands)
|
Three months ended May 4, 2019
|
||
Balance at beginning of period
|
$
|
58,125
|
|
Share of net earnings
|
2,228
|
|
|
Distributions received
|
(160
|
)
|
|
Balance at end of period
|
$
|
60,193
|
|
(in thousands)
|
Three months ended May 5, 2018
|
||
Total revenue
|
$
|
868,430
|
|
Net income
|
$
|
12,055
|
|
|
Three months ended
|
||||||
(in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||||
Segment net sales:
|
|
|
|
||||
U.S. Retail
|
$
|
691,840
|
|
|
$
|
669,784
|
|
Canada Retail
|
51,816
|
|
|
—
|
|
||
Brand Portfolio
|
90,729
|
|
|
—
|
|
||
Other
|
35,607
|
|
|
40,653
|
|
||
Total net sales
|
869,992
|
|
|
710,437
|
|
||
Commission, franchise and other revenue
|
8,523
|
|
|
1,665
|
|
||
Total revenue
|
$
|
878,515
|
|
|
$
|
712,102
|
|
|
Three months ended
|
||||||
(in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||||
Net sales:
|
|
|
|
||||
U.S. Retail segment:
|
|
|
|
||||
Women's footwear
|
$
|
482,121
|
|
|
$
|
469,284
|
|
Men's footwear
|
128,989
|
|
|
133,159
|
|
||
Accessories and other
|
80,730
|
|
|
67,341
|
|
||
|
691,840
|
|
|
669,784
|
|
||
Canada Retail segment:
|
|
|
|
||||
Women's footwear
|
28,626
|
|
|
—
|
|
||
Men's footwear
|
13,008
|
|
|
—
|
|
||
Accessories and other
|
10,182
|
|
|
—
|
|
||
|
51,816
|
|
|
—
|
|
||
Brand Portfolio segment:
|
|
|
|
||||
Wholesale
|
81,616
|
|
|
—
|
|
||
Direct-to-consumer
|
9,113
|
|
|
—
|
|
||
|
90,729
|
|
|
—
|
|
||
Other
|
35,607
|
|
|
40,653
|
|
||
Total net sales
|
869,992
|
|
|
710,437
|
|
||
Commission, franchise and other revenue
|
8,523
|
|
|
1,665
|
|
||
Total revenue
|
$
|
878,515
|
|
|
$
|
712,102
|
|
|
Three months ended
|
||||||
(in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||||
Gift cards:
|
|
|
|
||||
Beginning of period
|
$
|
34,998
|
|
|
$
|
32,792
|
|
Gift cards redeemed and breakage recognized to net sales
|
(22,255
|
)
|
|
(22,273
|
)
|
||
Gift cards issued
|
17,323
|
|
|
17,632
|
|
||
End of period
|
$
|
30,066
|
|
|
$
|
28,151
|
|
Loyalty programs:
|
|
|
|
||||
Beginning of period
|
$
|
16,151
|
|
|
$
|
21,282
|
|
Loyalty certificates redeemed and expired and other adjustments recognized to net sales
|
(9,321
|
)
|
|
(6,635
|
)
|
||
Deferred revenue for loyalty points issued
|
9,323
|
|
|
7,464
|
|
||
End of period
|
$
|
16,153
|
|
|
$
|
22,111
|
|
|
Three months ended
|
||||
(in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||
Weighted average shares outstanding - Basic shares
|
77,004
|
|
|
80,108
|
|
Dilutive effect of stock-based compensation awards
|
1,259
|
|
|
650
|
|
Weighted average shares outstanding - Diluted shares
|
78,263
|
|
|
80,758
|
|
|
Three months ended
|
||||||
(in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||||
Stock options
|
$
|
823
|
|
|
$
|
1,795
|
|
Restricted and director stock units
|
3,547
|
|
|
2,719
|
|
||
|
$
|
4,370
|
|
|
$
|
4,514
|
|
|
Number of shares
|
|||||||
(in thousands)
|
Stock Options
|
|
Time-Based RSUs
|
|
Performance-Based RSUs
|
|||
Outstanding - beginning of period
|
4,001
|
|
|
989
|
|
|
596
|
|
Granted
|
—
|
|
|
725
|
|
|
347
|
|
Exercised / vested
|
(29
|
)
|
|
(108
|
)
|
|
(97
|
)
|
Forfeited / expired
|
(29
|
)
|
|
(28
|
)
|
|
—
|
|
Outstanding - end of period
|
3,943
|
|
|
1,578
|
|
|
846
|
|
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||||||||
(in thousands)
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||
Authorized shares
|
250,000
|
|
|
100,000
|
|
|
250,000
|
|
|
100,000
|
|
|
250,000
|
|
|
100,000
|
|
Issued shares
|
85,935
|
|
|
7,733
|
|
|
85,763
|
|
|
7,733
|
|
|
85,561
|
|
|
7,733
|
|
Outstanding shares
|
67,434
|
|
|
7,733
|
|
|
70,672
|
|
|
7,733
|
|
|
72,470
|
|
|
7,733
|
|
Treasury shares
|
18,501
|
|
|
—
|
|
|
15,091
|
|
|
—
|
|
|
13,091
|
|
|
—
|
|
|
Three months ended
|
||||||||||||||||||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||||||||||||||||||
(in thousands)
|
Foreign Currency Translation
|
|
Available-for-Sale Securities
|
|
Total
|
|
Foreign Currency Translation
|
|
Available-for-Sale Securities
|
|
Total
|
||||||||||||
Accumulated other comprehensive loss - beginning of period
|
$
|
(2,328
|
)
|
|
$
|
(378
|
)
|
|
$
|
(2,706
|
)
|
|
$
|
(9,278
|
)
|
|
$
|
(796
|
)
|
|
$
|
(10,074
|
)
|
Other comprehensive loss before reclassifications
|
(714
|
)
|
|
242
|
|
|
(472
|
)
|
|
(4,685
|
)
|
|
(344
|
)
|
|
(5,029
|
)
|
||||||
Amounts reclassified to non-operating expenses, net
|
—
|
|
|
(88
|
)
|
|
(88
|
)
|
|
1,745
|
|
|
160
|
|
|
1,905
|
|
||||||
Other comprehensive loss
|
(714
|
)
|
|
154
|
|
|
(560
|
)
|
|
(2,940
|
)
|
|
(184
|
)
|
|
(3,124
|
)
|
||||||
Accumulated other comprehensive loss - end of period
|
$
|
(3,042
|
)
|
|
$
|
(224
|
)
|
|
$
|
(3,266
|
)
|
|
$
|
(12,218
|
)
|
|
$
|
(980
|
)
|
|
$
|
(13,198
|
)
|
(in thousands)
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
Customer accounts receivables:
|
|
|
|
|
|
||||||
Serviced by third-party provider with guaranteed payment
|
$
|
57,619
|
|
|
$
|
47,599
|
|
|
$
|
—
|
|
Serviced by third-party provider without guaranteed payment
|
168
|
|
|
280
|
|
|
—
|
|
|||
Serviced in-house
|
12,169
|
|
|
9,892
|
|
|
2,702
|
|
|||
Construction and tenant allowance receivables due from landlords(1)
|
—
|
|
|
4,034
|
|
|
5,118
|
|
|||
Accounts receivable due from related parties
|
—
|
|
|
—
|
|
|
795
|
|
|||
Other receivables
|
10,561
|
|
|
8,004
|
|
|
4,956
|
|
|||
Accounts receivable
|
80,517
|
|
|
69,809
|
|
|
13,571
|
|
|||
Allowance for doubtful accounts
|
(2,230
|
)
|
|
(939
|
)
|
|
—
|
|
|||
Accounts receivable, net
|
$
|
78,287
|
|
|
$
|
68,870
|
|
|
$
|
13,571
|
|
(1)
|
Upon transition to ASU 2016-02 at the beginning of fiscal 2019, amounts for construction and tenant allowance receivables due from landlords were netted against the operating lease liabilities.
|
(in thousands)
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
Carrying value of investments
|
$
|
51,542
|
|
|
$
|
70,195
|
|
|
$
|
72,688
|
|
Unrealized gains included in accumulated other comprehensive loss
|
1
|
|
|
44
|
|
|
6
|
|
|||
Unrealized losses included in accumulated other comprehensive loss
|
(284
|
)
|
|
(521
|
)
|
|
(986
|
)
|
|||
Fair value
|
$
|
51,259
|
|
|
$
|
69,718
|
|
|
$
|
71,708
|
|
(in thousands)
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
Land
|
$
|
1,110
|
|
|
$
|
1,110
|
|
|
$
|
1,110
|
|
Buildings
|
12,485
|
|
|
12,485
|
|
|
12,485
|
|
|||
Building and leasehold improvements
|
439,707
|
|
|
437,116
|
|
|
405,788
|
|
|||
Furniture, fixtures and equipment
|
489,477
|
|
|
487,494
|
|
|
427,026
|
|
|||
Software
|
167,924
|
|
|
161,226
|
|
|
139,712
|
|
|||
Construction in progress(1)
|
42,620
|
|
|
38,646
|
|
|
41,594
|
|
|||
Total property and equipment
|
1,153,323
|
|
|
1,138,077
|
|
|
1,027,715
|
|
|||
Accumulated depreciation and amortization
|
(748,167
|
)
|
|
(728,501
|
)
|
|
(675,165
|
)
|
|||
Property and equipment, net
|
$
|
405,156
|
|
|
$
|
409,576
|
|
|
$
|
352,550
|
|
(1)
|
Construction in progress is comprised primarily of the construction of leasehold improvements and furniture and fixtures related to unopened stores and internal-use software under development.
|
|
Three months ended
|
||||||||||||||||||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||||||||||||||||||
(in thousands)
|
Goodwill
|
|
Accumulated Impairments
|
|
Net
|
|
Goodwill
|
|
Accumulated Impairments
|
|
Net
|
||||||||||||
Beginning of period by segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Retail
|
$
|
25,899
|
|
|
$
|
—
|
|
|
$
|
25,899
|
|
|
$
|
25,899
|
|
|
$
|
—
|
|
|
$
|
25,899
|
|
Canada Retail
|
42,048
|
|
|
(42,048
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Brand Portfolio
|
63,614
|
|
|
—
|
|
|
63,614
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other - Ebuys
|
—
|
|
|
—
|
|
|
—
|
|
|
53,790
|
|
|
(53,790
|
)
|
|
—
|
|
||||||
|
131,561
|
|
|
(42,048
|
)
|
|
89,513
|
|
|
79,689
|
|
|
(53,790
|
)
|
|
25,899
|
|
||||||
Activity by segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Canada Retail -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Currency translation adjustment
|
(1,043
|
)
|
|
1,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Brand Portfolio -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchase price and allocation adjustments
|
1,368
|
|
|
—
|
|
|
1,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other - Eliminated Ebuys goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,790
|
)
|
|
53,790
|
|
|
—
|
|
||||||
|
325
|
|
|
1,043
|
|
|
1,368
|
|
|
(53,790
|
)
|
|
53,790
|
|
|
—
|
|
||||||
End of period by segment:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Retail
|
25,899
|
|
|
—
|
|
|
25,899
|
|
|
25,899
|
|
|
—
|
|
|
25,899
|
|
||||||
Canada Retail
|
41,005
|
|
|
(41,005
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Brand Portfolio
|
64,982
|
|
|
—
|
|
|
64,982
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other - Ebuys
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
131,886
|
|
|
$
|
(41,005
|
)
|
|
$
|
90,881
|
|
|
$
|
25,899
|
|
|
$
|
—
|
|
|
$
|
25,899
|
|
(in thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
May 4, 2019
|
|
|
|
|
|
||||||
Definite-lived customer relationships
|
$
|
28,340
|
|
|
$
|
(1,326
|
)
|
|
$
|
27,014
|
|
Indefinite-lived trademarks and tradenames
|
15,284
|
|
|
—
|
|
|
15,284
|
|
|||
|
$
|
43,624
|
|
|
$
|
(1,326
|
)
|
|
$
|
42,298
|
|
February 2, 2019
|
|
|
|
|
|
||||||
Definite-lived:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
28,375
|
|
|
$
|
(1,010
|
)
|
|
$
|
27,365
|
|
Favorable leasehold interests
|
3,513
|
|
|
(295
|
)
|
|
3,218
|
|
|||
Indefinite-lived trademarks and tradenames
|
15,546
|
|
|
—
|
|
|
15,546
|
|
|||
|
$
|
47,434
|
|
|
$
|
(1,305
|
)
|
|
$
|
46,129
|
|
May 5, 2018
|
|
|
|
|
|
||||||
Indefinite-lived trademarks and tradenames
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
135
|
|
(in thousands)
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
Gift cards and merchandise credits
|
$
|
30,066
|
|
|
$
|
34,998
|
|
|
$
|
28,151
|
|
Accrued compensation and related expenses
|
25,951
|
|
|
53,577
|
|
|
13,412
|
|
|||
Accrued taxes
|
23,242
|
|
|
16,491
|
|
|
24,150
|
|
|||
Loyalty programs deferred revenue
|
16,153
|
|
|
16,151
|
|
|
22,111
|
|
|||
Sales returns
|
21,692
|
|
|
17,743
|
|
|
16,006
|
|
|||
Customer allowances and discounts
|
14,436
|
|
|
13,094
|
|
|
—
|
|
|||
Other(1)
|
55,452
|
|
|
49,481
|
|
|
35,516
|
|
|||
|
$
|
186,992
|
|
|
$
|
201,535
|
|
|
$
|
139,346
|
|
(1)
|
Other is comprised of various other accrued expenses that we expect will settle within one year of the applicable period.
|
(in thousands)
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
Foreign tax contingent liabilities
|
$
|
14,118
|
|
|
$
|
13,429
|
|
|
$
|
—
|
|
Deferred tax liabilities
|
2,774
|
|
|
3,260
|
|
|
—
|
|
|||
Construction and tenant allowances(1)
|
—
|
|
|
71,634
|
|
|
78,202
|
|
|||
Deferred rent(1)
|
—
|
|
|
35,934
|
|
|
35,841
|
|
|||
Accrual for lease obligations(1)
|
—
|
|
|
16,483
|
|
|
11,063
|
|
|||
Unfavorable leasehold interests(1)
|
—
|
|
|
5,779
|
|
|
—
|
|
|||
Other(2)
|
17,256
|
|
|
18,528
|
|
|
20,260
|
|
|||
|
$
|
34,148
|
|
|
$
|
165,047
|
|
|
$
|
145,366
|
|
(1)
|
Upon transition to ASU 2016-02 at the beginning of fiscal 2019, amounts for deferred rent, construction and tenant allowances, the accrual for lease obligations, and unfavorable leasehold interests were netted against the operating lease assets.
|
(2)
|
Other is comprised of various other accrued expenses that we expect will settle beyond one year from the end of the applicable period.
|
|
Three months ended
|
||||||
(in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||||
Beginning of period
|
$
|
16,483
|
|
|
$
|
6,511
|
|
Netted against lease assets upon transition to ASU 2016-02
|
(16,483
|
)
|
|
—
|
|
||
Additions
|
—
|
|
|
4,533
|
|
||
Lease obligation payments, net of sublease income
|
—
|
|
|
(28
|
)
|
||
Adjustments
|
—
|
|
|
47
|
|
||
End of period
|
$
|
—
|
|
|
$
|
11,063
|
|
15.
|
LEASES
|
|
Three Months Ended
|
||||||
(dollars in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||||
Operating lease income
|
$
|
2,212
|
|
|
$
|
1,148
|
|
Operating lease expense:
|
|
|
|
||||
Lease expense to unrelated parties
|
$
|
53,354
|
|
|
$
|
45,485
|
|
Lease expense to related parties
|
2,342
|
|
|
2,288
|
|
||
Variable lease expense to unrelated parties
|
13,022
|
|
|
6,823
|
|
||
Variable lease expense to related parties
|
302
|
|
|
—
|
|
||
|
$
|
69,020
|
|
|
$
|
54,596
|
|
Other operating lease information:
|
|
|
|
||||
Weighted-average remaining lease term
|
6.3 years
|
|
|
|
|||
Weighted-average discount rate
|
3.9
|
%
|
|
|
(in thousands)
|
Unrelated Parties
|
|
Related Parties
|
|
Total
|
||||||
Remainder of fiscal 2019
|
$
|
154,347
|
|
|
$
|
6,294
|
|
|
$
|
160,641
|
|
Fiscal 2020
|
232,592
|
|
|
9,364
|
|
|
241,956
|
|
|||
Fiscal 2021
|
211,655
|
|
|
8,697
|
|
|
220,352
|
|
|||
Fiscal 2022
|
177,966
|
|
|
6,518
|
|
|
184,484
|
|
|||
Fiscal 2023
|
137,662
|
|
|
1,875
|
|
|
139,537
|
|
|||
Future fiscal years thereafter
|
300,604
|
|
|
5,596
|
|
|
306,200
|
|
|||
|
1,214,826
|
|
|
38,344
|
|
|
1,253,170
|
|
|||
Less discounting impact on operating leases
|
(143,900
|
)
|
|
(3,669
|
)
|
|
(147,569
|
)
|
|||
Total operating lease liabilities
|
1,070,926
|
|
|
34,675
|
|
|
1,105,601
|
|
|||
Less current operating lease liabilities
|
(177,020
|
)
|
|
(7,436
|
)
|
|
(184,456
|
)
|
|||
Non-current operating lease liabilities
|
$
|
893,906
|
|
|
$
|
27,239
|
|
|
$
|
921,145
|
|
(in thousands)
|
Unrelated Parties
|
|
Related Parties
|
|
Total
|
||||||
Fiscal 2019
|
$
|
233,237
|
|
|
$
|
9,425
|
|
|
$
|
242,662
|
|
Fiscal 2020
|
227,001
|
|
|
9,364
|
|
|
236,365
|
|
|||
Fiscal 2021
|
204,803
|
|
|
8,697
|
|
|
213,500
|
|
|||
Fiscal 2022
|
170,030
|
|
|
6,518
|
|
|
176,548
|
|
|||
Fiscal 2023
|
131,594
|
|
|
1,874
|
|
|
133,468
|
|
|||
Future fiscal years thereafter
|
298,437
|
|
|
5,596
|
|
|
304,033
|
|
|||
|
$
|
1,265,102
|
|
|
$
|
41,474
|
|
|
$
|
1,306,576
|
|
(in thousands)
|
U.S. Retail
|
|
Canada Retail
|
|
Brand Portfolio
|
|
Other
|
|
Corporate/Eliminations
|
|
Total
|
||||||||||||
Three months ended May 4, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
External revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
691,840
|
|
|
$
|
51,816
|
|
|
$
|
90,729
|
|
|
$
|
35,607
|
|
|
$
|
—
|
|
|
$
|
869,992
|
|
Commission, franchise and other revenue
|
—
|
|
|
—
|
|
|
3,297
|
|
|
—
|
|
|
5,226
|
|
|
8,523
|
|
||||||
Total revenue
|
$
|
691,840
|
|
|
$
|
51,816
|
|
|
$
|
94,026
|
|
|
$
|
35,607
|
|
|
$
|
5,226
|
|
|
$
|
878,515
|
|
Intersegment revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,520
|
|
|
$
|
—
|
|
|
$
|
(10,520
|
)
|
|
$
|
—
|
|
Gross profit(1)
|
$
|
209,891
|
|
|
$
|
15,747
|
|
|
$
|
21,994
|
|
|
$
|
9,311
|
|
|
$
|
(907
|
)
|
|
$
|
256,036
|
|
Income from equity investment in ABG-Camuto
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,228
|
|
Three months ended May 5, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
669,784
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,653
|
|
|
$
|
—
|
|
|
$
|
710,437
|
|
Commission, franchise and other revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,665
|
|
|
1,665
|
|
||||||
Total revenue
|
$
|
669,784
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,653
|
|
|
$
|
1,665
|
|
|
$
|
712,102
|
|
Gross profit(1)
|
$
|
198,344
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,881
|
|
|
$
|
—
|
|
|
$
|
205,225
|
|
(1)
|
Gross profit is defined as net sales, which excludes commission, franchise and other revenue, less cost of sales.
|
•
|
our success in growing our store base and digital demand;
|
•
|
related to our acquisitions of Camuto Group and TSL, our ability to successfully integrate our businesses or realize the anticipated benefits of the acquisitions after we complete our integration efforts;
|
•
|
our ability to protect our reputation and to maintain the brands we license;
|
•
|
maintaining strong relationships with our vendors, manufacturers and wholesale customers;
|
•
|
our ability to anticipate and respond to fashion trends, consumer preferences and changing customer expectations;
|
•
|
risks related to the loss or disruption of our distribution and/or fulfillment operations;
|
•
|
continuation of agreements with and our reliance on the financial condition of Stein Mart;
|
•
|
our ability to execute our strategies;
|
•
|
fluctuation of our comparable sales and quarterly financial performance;
|
•
|
risks related to the loss or disruption of our information systems and data;
|
•
|
our ability to prevent or mitigate breaches of our information security and the compromise of sensitive and confidential data;
|
•
|
failure to retain our key executives or attract qualified new personnel;
|
•
|
our reliance on our loyalty programs and marketing to drive traffic, sales and customer loyalty;
|
•
|
risks related to leases of our properties;
|
•
|
our competitiveness with respect to style, price, brand availability and customer service;
|
•
|
our reliance on foreign sources for merchandise and risks inherent to international trade, including escalating trade tensions between the U.S. and other countries, as well as U.S. laws affecting the importation of goods, such as recent tariffs imposed on Chinese goods imported to the U.S.;
|
•
|
uncertainty related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation;
|
•
|
uncertain general economic conditions;
|
•
|
risks related to holdings of cash and investments and access to liquidity; and
|
•
|
fluctuations in foreign currency exchange rates.
|
•
|
On May 10, 2018, we acquired the remaining interest in TSL that we did not previously own. For the three months ended May 4, 2019, TSL results were included in the condensed consolidated results of operations as a wholly-owned subsidiary, whereas for the three months ended May 5, 2018, the loss from our equity investment interest in TSL was included in our condensed consolidated results of operations.
|
•
|
On November 5, 2018, we completed the acquisition of Camuto Group. For the three months ended May 4, 2019, Camuto Group's results were included in the condensed consolidated results of operations as a wholly-owned subsidiary with no amounts included for the three months ended May 5, 2018.
|
•
|
The three months ended May 5, 2018 included the wind-down operations of Ebuys, which included lease exit and other termination costs and incremental income tax expense.
|
|
Three months ended
|
|
|
|
|
|||||||||||||||
|
May 4, 2019
|
|
May 5, 2018
|
|
Change
|
|||||||||||||||
(dollars in thousands, except per share amounts)
|
Amount
|
|
% of Total Revenue
|
|
Amount
|
|
% of Total Revenue
|
|
Amount
|
|
%
|
|||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales
|
$
|
869,992
|
|
|
99.0
|
%
|
|
$
|
710,437
|
|
|
99.8
|
%
|
|
$
|
159,555
|
|
|
22.5
|
%
|
Commission, franchise and other revenue
|
8,523
|
|
|
1.0
|
|
|
1,665
|
|
|
0.2
|
|
|
6,858
|
|
|
411.9
|
%
|
|||
Total revenue
|
878,515
|
|
|
100.0
|
|
|
712,102
|
|
|
100.0
|
|
|
166,413
|
|
|
23.4
|
%
|
|||
Cost of sales
|
(613,956
|
)
|
|
(69.9
|
)
|
|
(505,212
|
)
|
|
(71.0
|
)
|
|
(108,744
|
)
|
|
21.5
|
%
|
|||
Operating expenses
|
(222,806
|
)
|
|
(25.4
|
)
|
|
(168,420
|
)
|
|
(23.6
|
)
|
|
(54,386
|
)
|
|
32.3
|
%
|
|||
Income from equity investment in ABG-Camuto
|
2,228
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
2,228
|
|
|
NM
|
||||
Operating profit
|
43,981
|
|
|
5.0
|
|
|
38,470
|
|
|
5.4
|
|
|
5,511
|
|
|
14.3
|
%
|
|||
Interest income (expense), net
|
(1,801
|
)
|
|
(0.2
|
)
|
|
664
|
|
|
0.1
|
|
|
(2,465
|
)
|
|
NM
|
||||
Non-operating expenses, net
|
(342
|
)
|
|
—
|
|
|
(2,137
|
)
|
|
(0.3
|
)
|
|
1,795
|
|
|
(84.0
|
)%
|
|||
Income before income taxes and loss from equity investment in TSL
|
41,838
|
|
|
4.8
|
|
|
36,997
|
|
|
5.2
|
|
|
4,841
|
|
|
13.1
|
%
|
|||
Income tax provision
|
(10,644
|
)
|
|
(1.2
|
)
|
|
(11,390
|
)
|
|
(1.6
|
)
|
|
746
|
|
|
(6.5
|
)%
|
|||
Loss from equity investment in TSL
|
—
|
|
|
—
|
|
|
(1,310
|
)
|
|
(0.2
|
)
|
|
1,310
|
|
|
NM
|
||||
Net income
|
$
|
31,194
|
|
|
3.6
|
%
|
|
$
|
24,297
|
|
|
3.4
|
%
|
|
$
|
6,897
|
|
|
28.4
|
%
|
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic earnings per share
|
$
|
0.41
|
|
|
|
|
$
|
0.30
|
|
|
|
|
$
|
0.11
|
|
|
36.7
|
%
|
||
Diluted earnings per share
|
$
|
0.40
|
|
|
|
|
$
|
0.30
|
|
|
|
|
$
|
0.10
|
|
|
33.3
|
%
|
||
Weighted average shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic shares
|
77,004
|
|
|
|
|
80,108
|
|
|
|
|
(3,104
|
)
|
|
(3.9
|
)%
|
|||||
Diluted shares
|
78,263
|
|
|
|
|
80,758
|
|
|
|
|
(2,495
|
)
|
|
(3.1
|
)%
|
(in thousands)
|
Three months ended May 4, 2019
|
||
Consolidated net sales for the same period last year
|
$
|
710,437
|
|
Increase in comparable sales(1)
|
20,880
|
|
|
Net increase from non-comparable sales and other changes
|
1,762
|
|
|
Incremental external net sales from 2018 acquired businesses
|
142,545
|
|
|
Loss of net sales from the exit of Ebuys
|
(5,632
|
)
|
|
Consolidated net sales
|
$
|
869,992
|
|
(1)
|
A store is considered comparable when in operation for at least 14 months at the beginning of the fiscal year. Stores are added to the comparable base at the beginning of the year and are dropped for comparative purposes in the quarter they are closed. Comparable sales includes e-commerce sales. Stores added due to the TSL acquisition that were in operation for at least 14 months at the beginning of fiscal 2019, along with its e-commerce sales, will be added to the comparable base beginning with the second quarter of fiscal 2019. The calculation of comparable sales varies across the retail industry and, as a result, the calculations of other retail companies may not be consistent with our calculation.
|
|
Three months ended
|
|
Change
|
|||||||||||||
(dollars in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
|
Amount
|
|
%
|
|
Comparable Sales %
|
|||||||
Segment net sales:
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. Retail
|
$
|
691,840
|
|
|
$
|
669,784
|
|
|
$
|
22,056
|
|
|
3.3
|
%
|
|
3.0%
|
Canada Retail
|
51,816
|
|
|
—
|
|
|
51,816
|
|
|
NM
|
|
NA
|
||||
Brand Portfolio
|
100,867
|
|
|
—
|
|
|
100,867
|
|
|
NM
|
|
NA
|
||||
Other
|
35,607
|
|
|
40,653
|
|
|
(5,046
|
)
|
|
(12.4
|
)%
|
|
3.2%
|
|||
|
880,130
|
|
|
710,437
|
|
|
169,693
|
|
|
23.9
|
%
|
|
|
|||
Elimination of intersegment net sales
|
(10,138
|
)
|
|
—
|
|
|
(10,138
|
)
|
|
NM
|
|
|
||||
Consolidated net sales
|
$
|
869,992
|
|
|
$
|
710,437
|
|
|
$
|
159,555
|
|
|
22.5
|
%
|
|
3.0%
|
|
Three months ended
|
|
|
||||||||||||||||||||
|
May 4, 2019
|
|
May 5, 2018
|
|
Change
|
||||||||||||||||||
(dollars in thousands)
|
Amount
|
|
% of Net Sales
|
|
Amount
|
|
% of Net Sales
|
|
Amount
|
|
%
|
|
Basis Points
|
||||||||||
Net sales
|
$
|
869,992
|
|
|
100.0
|
%
|
|
$
|
710,437
|
|
|
100.0
|
%
|
|
|
|
|
|
|
||||
Cost of sales
|
(613,956
|
)
|
|
(70.6
|
)
|
|
(505,212
|
)
|
|
(71.1
|
)
|
|
|
|
|
|
|
||||||
Gross profit
|
$
|
256,036
|
|
|
29.4
|
%
|
|
$
|
205,225
|
|
|
28.9
|
%
|
|
$
|
50,811
|
|
|
24.8
|
%
|
|
50
|
|
|
Three months ended
|
|
|
||||||||||||||||||||
|
May 4, 2019
|
|
May 5, 2018
|
|
Change
|
||||||||||||||||||
(dollars in thousands)
|
Amount
|
|
% of Segment Net Sales
|
|
Amount
|
|
% of Segment Net Sales
|
|
Amount
|
|
%
|
|
Basis Points
|
||||||||||
Segment gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. Retail
|
$
|
209,891
|
|
|
30.3
|
%
|
|
$
|
198,344
|
|
|
29.6
|
%
|
|
$
|
11,547
|
|
|
5.8
|
%
|
|
70
|
|
Canada Retail
|
15,747
|
|
|
30.4
|
%
|
|
—
|
|
|
—
|
%
|
|
$
|
15,747
|
|
|
NM
|
|
|
NM
|
|
||
Brand Portfolio
|
21,994
|
|
|
21.8
|
%
|
|
—
|
|
|
—
|
%
|
|
$
|
21,994
|
|
|
NM
|
|
|
NM
|
|
||
Other
|
9,311
|
|
|
26.1
|
%
|
|
6,881
|
|
|
16.9
|
%
|
|
$
|
2,430
|
|
|
35.3
|
%
|
|
920
|
|
||
|
256,943
|
|
|
|
|
205,225
|
|
|
|
|
|
|
|
|
|
||||||||
Intercompany eliminations
|
(907
|
)
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Consolidated gross profit
|
$
|
256,036
|
|
|
|
|
$
|
205,225
|
|
|
|
|
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
(1)
|
The total number of shares repurchased includes shares withheld in connection with tax payments due upon vesting of employee restricted stock awards.
|
Exhibit No.
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
4.1*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.INS*
|
|
XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
Date:
|
June 4, 2019
|
|
By:
|
/s/ Jared Poff
|
|
|
|
|
Jared Poff
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and duly authorized officer)
|
June 4, 2019
|
By:
|
/s/ Roger Rawlins
|
|
|
Roger Rawlins
|
|
|
Chief Executive Officer
|
June 4, 2019
|
By:
|
/s/ Jared Poff
|
|
|
Jared Poff
|
|
|
Executive Vice President and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
June 4, 2019
|
By:
|
/s/ Roger Rawlins
|
|
|
Roger Rawlins
|
|
|
Chief Executive Officer
|
*
|
This Certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
June 4, 2019
|
By:
|
/s/ Jared Poff
|
|
|
Jared Poff
|
|
|
Executive Vice President and Chief Financial Officer
|
*
|
This Certification is being furnished as required by Rule 13a-14(b) under the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code, and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. This Certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise stated in such filing.
|