<page>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2003
[ ] 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 0-12994
Nordstrom Credit, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Colorado 91-1181301
_______________________________ __________________
(State or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
13531 East Caley, Centennial, Colorado 80111
____________________________________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 303-397-4700
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
_____ _____
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES NO X
_____ _____
On August 31, 2003 Registrant had 10,000 shares of Common stock
($.50 par value) outstanding; all such shares are owned by Registrant's
parent, Nordstrom, Inc.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL
INSTRUCTION H(1)(A) AND (B) OF FORM 10-Q AND IS THEREFORE FILING
THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
page 1 of 10
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
-------------------------------------
INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings
Three and Six months ended July 31, 2003
and 2002 3
Condensed Consolidated Balance Sheets
July 31, 2003 and 2002
and January 31, 2003 4
Condensed Consolidated Statements of Cash Flows
Six months ended July 31, 2003 and 2002 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 4. Controls and Procedures 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
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page 2 of 10
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands)
(unaudited)
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<caption>
Three Months Six Months
Ended July 31, Ended July 31,
------------------ ------------------
2003 2002 2003 2002
-------- -------- -------- --------
<s> <c> <c> <c> <c>
Revenue:
Service charge income $23,988 $25,210 $48,745 $49,587
Other fees and charges 2,301 3,287 4,404 6,026
Rental income from
affiliates and other 281 510 562 1,020
-------- -------- -------- --------
Total revenue 26,570 29,007 53,711 56,633
Expenses:
Interest, net 5,023 5,310 10,058 11,676
Servicing and marketing fees
paid to Nordstrom fsb 3,360 4,176 7,536 6,578
Selling, general and
administrative 388 317 639 1,025
-------- -------- -------- --------
Total expenses 8,771 9,803 18,233 19,279
-------- -------- -------- --------
Earnings before income taxes 17,799 19,204 35,478 37,354
Income taxes 6,479 7,010 12,949 13,630
-------- -------- -------- --------
Net earnings $11,320 $12,194 $22,529 $23,724
======== ======== ======== ========
Ratio of earnings
available for fixed
charges to fixed charges 4.29 4.52 4.30 4.07
======== ======== ======== ========
<fn>
The accompanying Notes to the Condensed Consolidated Financial Statements
are an integral part of these statements.
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page 3 of 10
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
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<caption>
July 31, January 31, July 31,
2003 2003 2002
----------- ----------- -----------
<s> <c> <c> <c>
(Unaudited) (Audited) (Unaudited)
ASSETS
- ------
Cash and cash equivalents $ 397 $ 370 $ 324
Customer accounts receivable, net
of allowance for doubtful accounts
of $21,146, $22,385 and $22,131 619,731 594,450 639,302
Receivable from affiliates and
other receivables, net 10,165 29,936 15,515
Notes receivable from affiliates 160,495 84,395 52,145
Land, buildings and
equipment, net 281 264 5,115
Deferred taxes and other assets 8,482 8,701 2,780
-------- --------- --------
$799,551 $718,116 $715,181
======== ========= ========
LIABILITIES AND INVESTMENT OF NORDSTROM, INC.
- ---------------------------------------------
Payable to affiliates $ 8,000 $ 1,601 $ 8,788
Note payable to Nordstrom, Inc. 130,185 74,460 101,360
Accrued interest, taxes and other 1,191 1,482 4,425
Long-term debt 397,500 400,000 400,000
Other liabilities 15,443 15,870 -
-------- --------- --------
Total liabilities 552,319 493,413 514,573
Investment of Nordstrom, Inc. 247,232 224,703 200,608
-------- --------- --------
$799,551 $718,116 $715,181
======== ========= ========
<fn>
The accompanying Notes to the Condensed Consolidated Financial Statements
are an integral part of these statements.
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page 4 of 10
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
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<caption>
Six Months
Ended July 31,
----------------------
2003 2002
-------- --------
<s> <c> <c>
OPERATING ACTIVITIES:
Net earnings $ 22,529 $ 23,724
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 58 285
Change in:
Receivable from affiliates and other
receivables, net 19,771 (1,615)
Notes receivable from affiliates (76,100) (14,050)
Deferred taxes and other assets 168 (579)
Payable to affiliates, net 6,399 (11,476)
Accrued interest, taxes and other (291) (2,655)
Other liabilities (427) -
-------- --------
Net cash used in operating activities (27,893) (6,366)
-------- --------
INVESTING ACTIVITIES:
Increase in customer accounts
receivable, net (25,281) (21,207)
Additions to property and equipment, net (24) (81)
-------- --------
Net cash used in investing activities (25,305) (21,288)
-------- --------
FINANCING ACTIVITIES:
Borrowings under note payable
to Nordstrom, Inc., net 55,725 101,360
Principal payments on long-term debt (2,500) (76,750)
-------- --------
Net cash provided by financing activities 53,225 24,610
-------- --------
Net increase (decrease) in cash and cash
equivalents 27 (3,044)
Cash and cash equivalents
at beginning of period 370 3,368
-------- --------
Cash and cash equivalents at end of period $ 397 $ 324
======== ========
<fn>
The accompanying Notes to the Condensed Consolidated Financial Statements
are an integral part of these statements.
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page 5 of 10
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
- ---------------------
The accompanying condensed consolidated financial statements should be read
in conjunction with the Notes to Consolidated Financial Statements contained
in the Nordstrom Credit, Inc. 2002 Annual Report on Form 10-K. The same
accounting policies are followed in preparing quarterly financial data as
are followed in preparing annual data. In our opinion, all adjustments
necessary for a fair presentation of the results of operations, financial
position and cash flows have been included and are of a normal, recurring
nature.
We reclassified certain prior year amounts to conform to the current year
presentation.
The interim financial information presented here is not necessarily
indicative of the results to be expected for the fiscal year.
Recent Accounting Pronouncements
- --------------------------------
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities" for
certain decisions made by the FASB as part of the Derivatives Implementation
Group process. SFAS No. 149 also amends SFAS No. 133 to incorporate
clarifications of the definition of a derivative. SFAS No. 149 is effective
for contracts entered into or modified after June 30, 2003, and should be
applied prospectively. The adoption of SFAS No. 149 did not have a material
impact on our earnings or financial position.
Note 2 - Customer Accounts Receivable
Customer accounts receivable, net, consists of the following:
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July 31, January 31, July 31,
2003 2003 2002
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<s> <c> <c> <c>
Private label trade receivables:
Unrestricted accounts $ 2,305 $ 3,188 $ 2,658
Restricted accounts 638,572 613,647 658,775
Allowance for doubtful accounts (21,146) (22,385) (22,131)
---------- ----------- -----------
Private label trade receivables, net $ 619,731 $ 594,450 $ 639,302
========== =========== ===========
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Restricted accounts back the $300 million of Class A notes and the $200
million variable funding note issued in November 2001.
page 6 of 10
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
Note 2 - Customer Accounts Receivable (cont.)
Through April 30, 2002, we owned an undivided, subordinate interest (Class B
certificate) in a pool of VISA credit card receivables. External investors
held the Class A certificates and Nordstrom fsb owned the Seller Retained
Certificate and Interest Only Strip. On May 1, 2002, the Class B
Certificates were repaid. We received cash in the amount of $11,060
representing the face value of the note plus accrued interest and recognized
a gain on redemption of $661. The gain is the excess of cash received over
the carrying amount of the Class B Certificates, and was recognized in the
quarter ended July 31, 2002.
Note 3 - Long-Term Debt
In the second quarter, we purchased $2,500 of our 6.7% medium-term notes for
a total cash payment of $2,740. Approximately $245 of expense was
recognized in the second quarter of 2003 related to this purchase.
page 7 of 10
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Service charge income decreased modestly for the quarter ended July 31,
2003, compared to the same period in 2002, primarily due to a decrease in
the average accounts receivable balances. Accounts receivable have declined
approximately 3% over the past year due to lower sales on our private label
cards. For the six-month period ended July 31, 2003, service charge income
declined slightly from prior year results.
Other fees and charges decreased for the quarter ended July 31, 2003,
compared to the same period in 2002, primarily due to a decrease in late fee
income, caused by a decline in the number of accounts being assessed a late
fee. For the six-month period ended July 31, 2003, other fees and charges
decreased, compared to the same period in 2002, primarily due to income
received in the prior year from the VISA securitization master trust
certificates. These certificates were repaid during the second quarter of
2002. The decrease for the six-month period is also due to a decrease in
late fee income in the current year.
Rental income from affiliates and other decreased for the quarter and six-
month period ended July 31, 2003, compared to the same periods in 2002, due
to the sale of our Credit facility in January 2003. Current quarter rental
income and other consists primarily of the amortized portion of the deferred
gain on sale of the facility.
Net interest expense decreased for the quarter and six-month period ended
July 31, 2003 due to a decrease in long-term debt outstanding and a decrease
in interest rates, partially offset by an increase in the average balance
outstanding on our note payable to Nordstrom, Inc.
Servicing and marketing fees paid to Nordstrom fsb decreased for the quarter
ended July 31, 2003, due to a decline in the receivable balances on which
the servicing fees are based. Marketing fees also declined as promotion
costs focused on opening new private label accounts declined. Servicing and
marketing fees paid to Nordstrom fsb increased for the six-month period
ended July 31, 2003, compared to the same period in 2002, primarily due to a
change in method of accruing marketing expenses offset by the second quarter
decreases in servicing and marketing fees.
Selling, general and administrative expenses were consistent with prior year
results for the quarter ended July 31, 2003, but decreased on a year to date
basis, primarily due to a change in our expense structure. Effective during
the second quarter of 2002, expenses related to returned checks are now
charged to Nordstrom, Inc. The year to date decrease is also attributable
to lower occupancy expenses resulting from the sale of our Credit facility
in January 2003.
Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q,
we performed an evaluation under the supervision and with the participation
of management, including our President and Chief Financial Officer, of our
disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-
15(e) under the Securities and Exchange Act of 1934 (the "Exchange Act")).
Based upon that evaluation, the President and the Chief Financial Officer
concluded that our disclosure controls and procedures are effective in the
timely recording, processing, summarizing and reporting of material
financial and non-financial information.
page 8 of 10
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Item 4. Controls and Procedures (cont.)
There have been no changes in our internal control over financial reporting
(as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our
most recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
31.1 Certification of Chief Executive Officer required by Section
302(a) of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer required by Section
302(a) of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer regarding periodic
report containing financial statements as required by Section
906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer regarding periodic
report containing financial statements as required by Section
906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the quarter for which this
report is filed.
Page 9 of 10
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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.
NORDSTROM CREDIT, INC.
(Registrant)
/s/ Michael G. Koppel
----------------------------------------------------
Michael G. Koppel
Vice President and Treasurer
(Principal Accounting and Financial Officer)
Date: September 9, 2003
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page 10 of 10
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NORDSTROM CREDIT INC. AND SUBSIDIARY
Exhibit Index
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Exhibit Method of Filing
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31.1 Certification of Chief Executive Filed herewith electronically
Officer required by Section 302(a)
of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Filed herewith electronically
Officer required by Section 302(a)
of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Filed herewith electronically
Officer regarding periodic report
containing financial statements
as required by Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Filed herewith electronically
Officer regarding periodic report
containing financial statements
as required by Section 906 of the
Sarbanes-Oxley Act of 2002
</table>