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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 May 1, 2004
[ ] 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 Exchange Act 12b-2).
YES NO X
_____ _____
On May 31, 2004 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.
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
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INDEX
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Page
Number
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PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Earnings
Quarter ended May 1, 2004 and April 30, 2003 3
Condensed Consolidated Balance Sheets
May 1, 2004, January 31, 2004 and April 30, 2003 4
Condensed Consolidated Statements of Cash Flows
Quarter ended May 1, 2004 and April 30, 2003 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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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands)
(unaudited)
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Quarter Ended
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May 1, April 30,
2004 2003
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Revenue:
Service charge income $23,515 $24,757
Other fees and charges 1,875 2,103
Rental income from affiliates 286 281
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Total revenue 25,676 27,141
Expenses:
Interest, net 5,126 5,035
Servicing and marketing fees
paid to Nordstrom fsb 3,162 4,176
Selling, general and administrative 181 251
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Total expenses 8,469 9,462
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Earnings before income taxes 17,207 17,679
Income taxes 6,281 6,470
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Net earnings $10,926 $11,209
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The accompanying Notes to the Condensed Consolidated Financial Statements are
an integral part of these statements.
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
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May 1, January 31, April 30,
2004 2004 2003
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ASSETS
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Cash and cash equivalents $ 297 $ 338 $ 280
Customer accounts receivable, net
of allowance for doubtful accounts
of $19,934, $20,320 and $22,384 542,325 575,792 554,430
Master trust certificates 200,000 - -
Receivable from affiliates and
other receivables, net 19,071 27,581 10,021
Notes receivable from affiliates 15,960 205,435 91,145
Land, buildings and
equipment, net 273 279 267
Deferred taxes and other assets 7,088 7,554 8,626
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$785,014 $816,979 $664,769
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LIABILITIES AND SHAREHOLDER'S EQUITY
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Payable to affiliates, net $ 6,740 $ 9,450 $ 9,468
Note payable to Nordstrom, Inc. 79,250 118,850 1,410
Accrued interest, taxes and other 6,680 6,017 2,374
Long-term debt 396,527 397,500 400,000
Other liabilities 14,634 14,905 15,605
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Total liabilities 503,831 546,722 428,857
Shareholder's Equity 281,183 270,257 235,912
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$785,014 $816,979 $664,769
======== ======== ========
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The accompanying Notes to the Condensed Consolidated Financial Statements are
an integral part of these statements.
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
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Quarter Ended
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May 1, April 30,
2004 2003
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OPERATING ACTIVITIES:
Net earnings $10,926 $11,209
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 32 25
Deferred income taxes 99 -
Change in operating assets and liabilities:
Receivable from affiliates and other
receivables, net 8,510 26,104
Notes receivable from affiliates (10,498) (6,750)
Other assets 204 54
Payable to affiliates, net (2,600) 1,149
Accrued interest, taxes and other 663 1,421
Other liabilities (271) (265)
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Net cash provided by operating activities 7,065 32,947
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INVESTING ACTIVITIES:
Decrease in customer
accounts receivable, net 33,467 40,020
Additions to property and equipment, net - (7)
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Net cash provided by investing activities 33,467 40,013
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FINANCING ACTIVITIES:
Repayments under note payable to
Nordstrom, Inc., net (39,600) (73,050)
Principal payments on long-term debt (973) -
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Net cash used in financing activities (40,573) (73,050)
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Net decrease in cash and cash equivalents (41) (90)
Cash and cash equivalents
at beginning of period 338 370
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Cash and cash equivalents at end of period $ 297 $ 280
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The accompanying Notes to the Condensed Consolidated Financial Statements are
an integral part of these statements.
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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. 2003 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 management's 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.
Change in Fiscal Year
- ---------------------
On February 1, 2004, our fiscal year-end changed from January 31 to the
Saturday closest to January 31. Future fiscal years will consist of four 13
week quarters, with an extra week added onto the fourth quarter every five to
six years.
NOTE 2 - CUSTOMER ACCOUNTS RECEIVABLE
Customer accounts receivable, net, consists of the following:
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May 1, January 31, April 30,
2004 2004 2003
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Private label trade receivables:
Unrestricted accounts $ 5,612 $ 6,120 $ 2,222
Restricted accounts 556,647 589,992 574,592
Allowance for doubtful accounts (19,934) (20,320) (22,384)
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Private label trade receivables, net $542,325 $575,792 $554,430
========== =========== ==========
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Restricted accounts receivable secure the $300,000 term note due 2006, and the
variable funding note facility, which had no balance outstanding in 2004.
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NORDSTROM CREDIT, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(unaudited)
NOTE 3 - MASTER TRUST CERTIFICATES
On March 31, 2004, we exchanged receivables due from Nordstrom fsb for two
notes that represent undivided interests in a pool of Nordstrom co-branded
VISA credit card receivables. The notes have a combined face amount of
$200,000 and were purchased by us at par. Interest earned on the notes is
based on one month LIBOR and a credit spread index. The maturity of the notes
is subject to annual renewal by both parties. The principal balances of the
notes can change subject to agreement between the parties and other approvals
required by the governing transaction documents. The notes are accounted for
as available-for-sale securities under SFAS No. 115 "Accounting for Certain
Investments in Debt and Equity Securities." Nordstrom fsb holds the related
Seller Retained Interest and Interest Only Strip associated with the notes.
NOTE 4 - LONG TERM DEBT
The agreement for our 6.7% medium-term notes contains restrictive covenants
which include maintaining a ratio of Earnings to Fixed Charges of at least
1.25 to 1.00. We are in full compliance with these restrictive covenants at
May 1, 2004.
During the first quarter of 2004, we retired $973 of our 6.7% medium-term
notes for a total cash payment of $1,033. Over the 12 months ended May 1,
2004, we have retired $3,473 of our outstanding debt.
We did not make any borrowings under our variable funding note backed by
Nordstrom private label receivables during the first quarter of 2004.
NOTE 5 - SUPPLEMENTARY CASH FLOW INFORMATION
On March 31, 2004, we purchased two notes that represent undivided interests
in a pool of VISA credit card receivables. The notes have a combined face
amount of $200,000 and were purchased by us at par. The notes were purchased
by reducing our notes receivable from affiliates.
Initial expenses related to the securitization of private-label receivables
were capitalized and are amortized straight-line over the 60-month life of the
trust agreement. Amortized costs are transferred to Nordstrom, Inc. monthly.
NOTE 6 - SUBSEQUENT EVENT
In May 2004, we renewed our variable funding note backed by Nordstrom private
label receivables and lowered the capacity by $50,000 to $150,000. This note
is renewed annually and interest is paid based on the actual cost of
commercial paper plus specified fees. We also pay a commitment fee for the
note based on the amount of the facility.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
We earn service charge income on customer accounts receivable, which we
purchase from an affiliate that is also a wholly-owned subsidiary of our
parent, Nordstrom, Inc. Service charge income decreased for the quarter ended
May 1, 2004 compared to the same period in 2003, due to a decrease in the
average customer accounts receivable balances and a slight decrease in the
weighted average service charge rate. Customer accounts receivable have
declined approximately 3% over the past year due to accelerated customer
repayments on the Nordstrom, Inc. private label credit cards.
Other fees and charges consist primarily of late fees. Late fee income
decreased for the quarter ended May 1, 2004 compared to the same period in
2003, primarily due to decreases in the number of active accounts and the
number of past due accounts. Late fee income was $1.6 million and $1.8
million for the first quarter in 2004 and 2003, respectively.
Rental income from affiliates was essentially flat for the quarter ended May
1, 2004 compared to the same period in 2003. Rental income consists primarily
of the amortized portion of the deferred gain on the sale of our Credit
building in January 2003.
Net interest expense increased for the quarter ended May 1, 2004 compared to
the same period in 2003, due to an increase in the average balance outstanding
on our note payable to Nordstrom, Inc. partially offset by a slight decrease
in interest rates and long-term debt outstanding.
Servicing and marketing fees paid to Nordstrom fsb decreased for the quarter
ended May 1, 2004 compared to the same period in 2003, primarily due to a
decline in the outstanding balances of the private label card portfolio.
Marketing fees also declined as promotion costs associated with opening new
private label accounts declined.
Selling, general and administrative expenses decreased for the quarter ended
May 1, 2004 compared to the same period in 2003, due to the transfer of the
Nordstrom gift card program to Nordstrom, Inc., which incurred the associated
operating expenses in 2004. Also, some assets were retired which reduced the
related depreciation expense.
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 Vice President and Treasurer, 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 Vice President and Treasurer
concluded that our disclosure controls and procedures are effective in the
timely recording, processing, summarizing and reporting of material financial
and non-financial information.
There has been no change 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.
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PART II - OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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10.1 Amended and Restated Master Note Agreement dated March 1, 2004,
between Nordstrom fsb and Registrant is filed herein as an
Exhibit.
10.2 Note Purchase Agreement dated March 1, 2004, between Nordstrom
Credit Card Receivables, LLC, Nordstrom fsb, and Nordstrom
Credit, Inc. is filed herein as an Exhibit.
10.3 Third Amendment to the Note Purchase Agreement dated
December 4, 2001 between Nordstrom Private Label Receivables,
LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and
Bank One, NA, as agent, dated February 29, 2004 is filed herein
as an Exhibit.
10.4 Fourth Amendment to the Note Purchase Agreement dated
December 4, 2001 between Nordstrom Private Label Receivables,
LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and
Bank One, NA, as agent, dated May 28, 2004 is filed herein as an
Exhibit.
31.1 Certification of President required by Section 302(a) of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Vice President and Treasurer required by
Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1 Certification of President regarding periodic report
containing financial statements pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 Certification of Vice President and Treasurer regarding
periodic report containing financial statements pursuant to 18
U.S.C. 1350, as adopted pursuant to 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.
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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. AND SUBSIDIARY
(Registrant)
/s/ Michael G. Koppel
---------------------------------------
Michael G. Koppel
Vice President and Treasurer
(Principal Accounting and Financial Officer)
Date: June 8, 2004
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NORDSTROM CREDIT INC. AND SUBSIDIARY
Exhibit Index
Exhibit Method of Filing
- ------- ----------------
10.1 Amended and Restated Master Note Filed herewith electronically
Agreement dated March 1, 2004,
between Nordstrom fsb and Registrant
10.2 Note Purchase Agreement dated Filed herewith electronically
March 1, 2004, between Nordtrom
Credit Card Receivables, LLC,
Nordstrom fsb, and Nordstrom Credit,
Inc.
10.3 Third Amendment to the Note Purchase Filed herewith electronically
Agreement dated December 4, 2001
between Nordstrom Private Label
Receivables, LLC, Nordstrom fsb,
Falcon Asset Securitization
Corporation, and Bank One, NA, as
agent, dated February 29, 2004
10.4 Fourth Amendment to the Note Purchase Filed herewith electronically
Agreement dated December 4, 2001
between Nordstrom Private Label
Receivables, LLC, Nordstrom fsb,
Falcon Asset Securitization
Corporation, and Bank One, NA, as
agent, dated May 28, 2004
31.1 Certification of President Filed herewith electronically
required by Section 302(a)
of the Sarbanes-Oxley Act of 2002
31.2 Certification of Vice President and Filed herewith electronically
Treasurer required by Section 302(a)
of the Sarbanes-Oxley Act of 2002
32.1 Certification of President Furnished herewith electronically
regarding periodic report
containing financial statements
pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
32.2 Certification of Vice President and Furnished herewith electronically
Treasurer regarding periodic report
containing financial statements
pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002