1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarterly Period Ended May 5, 2001
Commission File Number 1-14770
PAYLESS SHOESOURCE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-1813160
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3231 SOUTHEAST SIXTH AVENUE, TOPEKA, KANSAS 66607-2207
(Address of principal executive offices) (Zip Code)
(785) 233-5171
(Registrant's telephone number,
including area code)
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 and (2) has been subject to such filing requirements for
the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.01 par value
22,261,627 shares as of June 1, 2001
2
PART I -- FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(Dollars in millions)
MAY 5, APRIL 29, FEB. 3,
ASSETS 2001 2000 2001
-------- -------- --------
Current Assets:
Cash and cash equivalents $ 22.1 $ 32.9 $ 10.4
Merchandise inventories 418.8 406.4 355.6
Current deferred income taxes 14.7 8.9 14.9
Other current assets 61.1 46.6 53.8
-------- -------- --------
Total current assets 516.7 494.8 434.7
Property and Equipment:
Land 7.4 6.8 7.4
Buildings and leasehold improvements 801.1 715.4 782.4
Furniture, fixtures and equipment 350.9 310.5 343.0
Property under capital leases 7.3 7.3 7.3
-------- -------- --------
Total property and equipment 1,166.7 1,040.0 1,140.1
Accumulated depreciation
and amortization (642.0) (570.0) (621.4)
-------- -------- --------
Property and equipment, net 524.7 470.0 518.7
Deferred income taxes 28.3 32.1 27.1
Other assets 19.5 10.5 22.3
-------- -------- --------
Total Assets $1,089.2 $1,007.4 $1,002.8
======== ======== ========
LIABILITIES AND SHAREOWNERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 28.7 $ 20.7 $ 16.4
Revolving credit line 44.0 -- --
Accounts payable and accrued expenses 213.1 222.2 212.3
-------- -------- --------
Total current liabilities 285.8 242.9 228.7
Long-term debt 296.4 383.9 309.2
Other liabilities 62.0 51.0 53.1
Minority Interest 4.8 -- 1.4
Total shareowners' equity 440.2 329.6 410.4
-------- -------- --------
Total Liabilities and Shareowners' Equity $1,089.2 $1,007.4 $1,002.8
======== ======== ========
See Notes to Condensed Consolidated Financial Statements.
2
3
PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
(Dollars and shares in millions, except per share)
13 WEEKS ENDED
----------------------------
MAY 5, 2001 APRIL 29, 2000
----------- --------------
Net retail sales $ 768.3 $ 708.5
Cost of sales 524.8 481.6
Selling, general, and administrative expenses 187.6 169.7
Non-recurring item -- 8.0
------- -------
Operating profit 55.9 49.2
Interest expense, net 8.0 1.7
------- -------
Earnings before income taxes, minority interest,
and extraordinary loss 47.9 47.5
Provision for income taxes 18.4 18.5
------- -------
Earnings before minority interest and extraordinary loss 29.5 29.0
Minority interest 0.2 --
------- -------
Earnings before extraordinary loss 29.7 29.0
Extraordinary loss related to early extinguishment of debt,
net of income taxes -- 3.6
------- -------
Net Earnings $ 29.7 $ 25.4
======= =======
Diluted Earnings per Share:
Net earnings before extraordinary loss 1.30 1.02
Extraordinary Loss -- 0.13
------- -------
Diluted Earnings per Share $ 1.30 $ 0.89
======= =======
Basic Earnings per Share:
Net earnings before extraordinary loss 1.34 1.03
Extraordinary Loss -- 0.13
------- -------
Basic Earnings per Share $ 1.34 $ 0.90
======= =======
Diluted Weighted Average Shares Outstanding 22.8 28.6
======= =======
Basic Weighted Average Shares Outstanding 22.2 28.4
======= =======
See Notes to Condensed Consolidated Financial Statements.
3
4
PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(Dollars in millions)
13 WEEKS ENDED
----------------------------
MAY 5, 2001 APRIL 29, 2000
----------- --------------
Operating Activities:
Net earnings $ 29.7 $ 25.4
Adjustments for noncash items
Included in net earnings:
Extraordinary loss related to early
extinguishment of debt -- 3.6
Depreciation and amortization 25.0 24.8
Amortization of unearned
restricted stock 0.8 1.0
Deferred income taxes (0.9) (0.7)
Changes in working capital:
Merchandise inventories (63.2) (56.7)
Other current assets (7.3) (3.0)
Accounts payable and accrued expenses 0.9 20.4
Other assets and liabilities, net 1.2 0.1
------ ------
Total Operating Activities (13.8) 14.9
------ ------
Investing Activities:
Capital expenditures (31.0) (13.5)
Disposition of property and equipment -- 1.7
------ ------
Total Investing Activities (31.0) (11.8)
------ ------
Financing Activities:
Net borrowings on revolving line of credit 44.0 --
Issuance of long-term debt -- 400.0
Repayment of long-term debt (0.5) (126.8)
Payment of debt issuance costs -- (8.9)
Net issuances (purchases) of common stock 9.7 (398.7)
Other investing activities 3.3 --
------ ------
Total Financing Activities 56.5 (134.4)
------ ------
Increase (Decrease) in Cash and Cash Equivalents 11.7 (131.3)
Cash and Cash Equivalents, Beginning of Year 10.4 164.2
------ ------
Cash and Cash Equivalents, End of Period $ 22.1 $ 32.9
====== ======
Cash paid during the period:
Interest $ 8.9 $ 3.3
Income Taxes 1.3 4.2
See Notes to Condensed Consolidated Financial Statements.
4
5
PAYLESS SHOESOURCE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. INTERIM RESULTS. These unaudited Condensed Consolidated Financial
Statements of Payless ShoeSource, Inc. (the "Company") have been prepared in
accordance with the instructions to Form 10-Q of the United States Securities
and Exchange Commission and should be read in conjunction with the Notes to
Consolidated Financial Statements (pages 20-25) in the Company's 2000 Annual
Report. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. In the opinion of management, the unaudited Condensed Consolidated
Financial Statements are fairly presented and all adjustments (consisting only
of normal recurring adjustments) necessary for a fair statement of the results
for the interim periods have been included; however, certain items are included
in these statements based upon estimates for the entire year. The results for
the three-month period ended May 5, 2001 are not necessarily indicative of the
results that may be expected for the fiscal year ending February 2, 2002.
NOTE 2. INVENTORIES. Merchandise inventories are valued by the retail method and
are stated at the lower of cost, determined using the first-in, first-out (FIFO)
basis, or market.
NOTE 3. REVOLVING CREDIT LINE. During the first quarter of 2001, the Company
drew down on its line of credit to finance its seasonal cash flow needs. As of
May 5, 2001, the Company has borrowed $44.0 million under its $200.0 million
line of credit. The availability under the line of credit has been further
reduced by an $11.4 million outstanding letter of credit.
NOTE 4. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. In order
to mitigate the Company's exposure to fluctuations in interest rates, the
Company has entered into a series of interest rate swap agreements whereby the
Company will receive interest at the three-month LIBOR rate on a $320 million
notional amount and pay a weighted average rate of 6.9%.
Effective February 4, 2001, the Company adopted Statement of Financial
Accounting Standard (SFAS) No. 133 "Accounting for Derivative Instruments and
Hedging Activities." The Company's interest rate swap agreements have been
designated as cash flow hedging instruments. Such instruments are those, which
effectively convert variable interest payments on debt instruments into fixed
payments. For qualifying hedges, SFAS No. 133 allows derivative gains and losses
to offset related results on hedged items in the consolidated statement of
operations. As the critical terms of the Company's interest rate swap agreements
match those of the related hedged obligations, the Company has concluded that
there is no ineffectiveness in its hedges, and as a result, the adoption of SFAS
No. 133 has no impact on net earnings.
The Company's interest rate swap agreements are recorded in the consolidated
balance sheet at May 5, 2001 as a liability measured at fair value. In
connection with the adoption of SFAS No. 133, the Company recorded an after-tax
loss of $4.7 million ($7.7 million pre-tax) to other comprehensive income as a
cumulative effect of change in accounting principle.
Changes in the fair value of interest rate swap agreements designated as cash
flow hedging instruments are reported in accumulated other comprehensive income.
During the three months ended May 5, 2001, the Company recorded an after-tax
loss of $0.8 million ($1.3 million pre-tax) to other comprehensive income
representing the decline in fair value of its interest rate swap agreements. At
May 5, 2001, the Company had a cumulative after-tax loss of $5.5 million ($9.0
million pre-tax) included in other accumulated comprehensive income related to
cash flow hedging instruments. The amounts are subsequently reclassified into
interest expense as a yield adjustment in the same period in which the related
interest on the floating rate debt obligations affects earnings. During the year
to end February 2, 2002, approximately $3.6 million of after-tax losses ($5.9
million pre-tax) in accumulated other comprehensive income related to interest
rate swap agreements are expected to be reclassified into interest expense as a
yield adjustment on the Company's variable-rate long-term debt.
5
6
During the first quarter of 2001, the Company terminated two currency swaps,
which had effectively converted $30 million of the U.S. dollar denominated
long-term debt into Canadian dollar denominated obligations. These swaps had
been designated as a foreign currency hedge on the Company's net investment in
Canadian dollar denominated subsidiaries. As a result, the $0.5 million
after-tax gain on these swaps ($0.8 million pre-tax) remains a component of
accumulated other comprehensive income within total shareowners' equity on the
accompanying balance sheet.
NOTE 5. COMPREHENSIVE INCOME. The following table shows the computation of
comprehensive income:
(Dollars in millions)
13 WEEKS ENDED
---------------------------
MAY 5, 2001 APRIL 29, 2000
----------- --------------
Net Income $29.7 $25.4
Other Comprehensive Loss:
After-tax cumulative effect of a change in accounting for derivatives (4.7) --
Change in fair value of derivatives (0.8) --
Foreign currency translation adjustments (1.3) (0.9)
----- -----
Total other comprehensive loss (6.8) (0.9)
Total Comprehensive Income 22.9 24.5
===== =====
NOTE 6. EARNINGS PER SHARE. Basic earnings per share are computed by dividing
net earnings by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share include the effect of
conversions of stock options.
NOTE 7. RECLASSIFICATIONS. Certain reclassifications have been made to prior
year balances to conform with the current year presentation.
NOTE 8. FOREIGN CURRENCY TRANSLATION. Local currencies are the functional
currencies for all subsidiaries. Accordingly, assets and liabilities of foreign
subsidiaries are translated at the rate of exchange at the balance sheet date.
Income and expense items of these subsidiaries are translated at average rates
of exchange.
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion summarizes the significant factors affecting operating
results for the quarters ended May 5, 2001 (2001) and April 29, 2000 (2000).
This discussion and analysis should be read in conjunction with the Condensed
Consolidated Financial Statements and Notes to the Condensed Consolidated
Financial Statements included in this Form 10-Q.
REVIEW OF OPERATIONS
NET EARNINGS
Net earnings totaled $29.7 million in the first quarter of 2001 compared with
$25.4 million in the first quarter of 2000.
The following table presents the components of costs and expenses, as a percent
of revenues, for the first quarter of 2001 and 2000.
6
7
FIRST QUARTER
2001 2000
---- ----
Cost of sales 68.3% 68.0%
Selling, general, and administrative expense 24.4 24.0
Non-recurring item -- 1.1
---- ----
Operating profit 7.3 6.9
Interest expense, net 1.1 0.2
---- ----
Earnings before income taxes, minority interest,
and extraordinary loss 6.2 6.7
Effective income tax rate 38.4% 38.9%
==== ====
Earnings before minority interest and
extraordinary loss 3.9 4.1
Minority interest -- --
---- ----
Earnings before extraordinary loss 3.9 4.1
Extraordinary loss, net of income tax -- 0.5
---- ----
Net Earnings 3.9% 3.6%
==== ====
NET RETAIL SALES
Net retail sales represent the sales of stores operating during the period.
Same-store sales represent sales of stores open during comparable periods.
During the first quarter of 2001 total sales increased 8.4% over the first
quarter of 2000, consisting of a 1.0% increase in unit volume and a 7.2%
increase in average selling prices. Sales percent increases are as follows:
FIRST QUARTER
-------------
2001 2000
---- ----
Net Retail Sales 8.4% 2.8%
Same-Store Sales 4.5% 0.8%
COST OF SALES
Cost of sales includes cost of merchandise sold, buying and occupancy costs.
Cost of sales was $524.8 million in the 2001 first quarter, up 9.0% from $481.6
million in the 2000 first quarter.
As a percentage of net retail sales, cost of sales was 68.3 percent in the first
quarter of 2001, compared with 68.0 percent in the first quarter of 2000. The
increase in cost of sales as a percentage of net retail sales is primarily due
to higher occupancy costs including an increase in utility expenses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $187.6 million in the first
quarter of 2001, up 10.5% from $169.7 million in the first quarter of 2000. As a
percentage of net retail sales, selling, general and administrative expenses
were 24.4 percent during the first quarter of 2001 compared with 24.0 percent in
the first quarter of 2000. The increase, as a percentage of net retail sales,
during the first quarter of 2001 was primarily attributed to increases in
payroll costs.
INTEREST EXPENSE, NET
Interest expense has increased to $8.0 million in the first quarter of 2001 from
$1.7 million in the first quarter of 2000. The increase is the result of
additional long-term debt issued during 2000 and short-term borrowings during
the first quarter of 2001 under the revolving line of credit.
7
8
EFFECTIVE INCOME TAX RATE
The Company's effective income tax rate declined to 38.4% in the first quarter
of 2001 from 38.9% in the first quarter of 2000. The decrease is reflecting
benefits related to the implementation of additional tax planning strategies.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
Cash flow from operations during the three months ended May 5, 2001 was $(13.8)
million. This figure represented (1.8) percent of net retail sales in the first
quarter of 2001 compared with 2.1 percent in the first quarter of 2000. The
reduction in the first quarter of 2001 was primarily attributed to the cash flow
impact of a slight increase in inventory to support store count growth and a
decrease in accounts payable and accrued expenses. Internally generated funds
are expected to continue to be the most important component of the Company's
capital resources and are expected to fund capital expansion.
CAPITAL EXPENDITURES
Capital expenditures during the first quarter of 2001 totaled $31.0 million with
an additional $69.0 million estimated to be incurred in the remainder of fiscal
year 2001. The Company anticipates that cash flow from operations and the credit
facility will be sufficient to finance projected capital expenditures.
FINANCING ACTIVITIES
As of May 5, 2001, $44 million had been drawn against the Company's $200 million
revolving loan to finance its seasonal cash flow needs. The availability under
the revolving loan is further reduced by $11.4 million outstanding under a
letter of credit. The Company expects to repay the borrowings under the
revolving loan in the second quarter of 2001.
FINANCIAL CONDITION RATIOS
A summary of key financial information for the periods indicated is as follows:
MAY 5, APRIL 29, FEB. 3,
2001 2000 2001
------ --------- -------
Current Ratio 1.8 2.1 2.0
Debt-Capitalization Ratio* 42.5% 55.1% 44.2%
Fixed Charge Coverage** 3.1x 3.7x 3.1x
* Debt-to-capitalization has been computed by dividing total debt, which
includes current and long-term capital lease obligations, by
capitalization, which includes current and long-term capital lease
obligations, non-current deferred income taxes and equity. The
debt-to-capitalization ratio, including the present value of future minimum
rental payments under operating leases as debt and capitalization, would be
72.9%, 79.0% and 74.1% respectively, for the periods referred to above. The
decrease in the debt to capitalization ratio at May 5, 2001 is primarily
the result of an $80 million pre-payment on the Company's long-term debt
during the second quarter of 2000 and the increase in the Company's
retained earnings.
** Fixed charge coverage, which is presented for the trailing 52 weeks in each
period ended above, is defined as earnings before income taxes, gross
interest expense, and the interest component of rent expense, divided by
gross interest expense and the interest component of rent expense. The
decrease in the fixed charge coverage ratio at May 5, 2001 is primarily the
result of the increase in interest expense resulting from the additional
debt issued in April 2000.
8
9
STORE ACTIVITY
At the end of the first quarter of 2001, the Company operated 4,908 stores
offering quality family footwear and accessories in 50 states, Canada, Costa
Rica, Guatemala, Guam, Saipan, Puerto Rico, and the U.S. Virgin Islands. The
following table presents the change in store count for the first quarter of 2001
and 2000.
FIRST QUARTER
---------------
2001 2000
----- -----
Beginning of quarter 4,912 4,712
Stores opened 69 64
Stores closed (73) (67)
----- -----
Ending store count 4,908 4,709
===== =====
FORWARD-LOOKING STATEMENTS
This report contains, and from time to time the Company may publish,
forward-looking statements relating to such matters as anticipated financial
performance, business prospects, technological developments, new products,
future store openings and international expansion, possible strategic
alternatives and new business concepts and similar matters. Statements including
the words "expects," "anticipates," "intends," "plans," "believes," "seeks," or
variations of such words and similar expressions are forward-looking statements.
The Company notes that a variety of factors could cause its actual results and
experience to differ materially from the anticipated results or other
expectations expressed in its forward-looking statements. The risks and
uncertainties that may affect the operations, performance, development and
results of the Company's business include, but are not limited to, the
following: changes in consumer spending patterns; changes in consumer
preferences and overall economic conditions; the impact of competition and
pricing; changes in weather patterns; the financial condition of the suppliers
and manufacturers from whom the Company sources its merchandise; changes in
existing or potential duties, tariffs or quotas; changes in relationships
between the United States and foreign countries; changes in relationships
between Canada and foreign countries; economic and political instability in
foreign countries or restrictive actions by the governments of foreign countries
in which suppliers and manufacturers from whom the Company sources are located
or in which the Company operates stores; changes in trade and/or tax laws;
fluctuations in currency exchange rates; availability of suitable store
locations on appropriate terms; the ability to hire, train and retain
associates; and general economic, business and social conditions in the
countries from which the Company sources products, supplies or has or intends to
open stores. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by these cautionary statements. The Company does not
undertake any obligation to release publicly any revisions to such
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
PART II -- OTHER INFORMATION
ITEM 1 -- LEGAL PROCEEDINGS
The Company and its subsidiaries are parties to ordinary private litigation
incidental to their business.
ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
Interest on the Company's Credit Facility is based on the London Interbank
Offered Rate ("LIBOR") plus a variable margin as defined in the credit
agreement. Therefore, the Company's future borrowing costs may fluctuate
depending upon the volatility of LIBOR. The Company currently mitigates a
portion of its interest rate risk through the use of interest rate swap
agreements, whereby the Company has agreed to exchange, at specific intervals,
the difference between fixed and variable interest amounts calculated by
reference to an agreed-upon notional amount.
9
10
CURRENCY RISK
During the first quarter of 2001, the Company terminated two currency swaps
which had effectively converted $30 million of the U.S. dollar denominated term
loan into Canadian dollar denominated obligations. These swaps had been
designated as a foreign currency hedge on the Company's net investment in
Canadian dollar denominated subsidiaries. As a result, the $0.5 million
after-tax gain on these swaps ($0.8 million pre-tax) remains a component of
accumulated other comprehensive income within total shareowners' equity on the
accompanying balance sheet.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of shareowners of the Registrant was held on May 25,
2001.
(b) At the annual meeting of shareowners of the Registrant held on May 25, 2001,
action was taken with respect to the election of two directors of the
Registrant: 16,864,012 shares were voted for Daniel Boggan Jr. while authority
was withheld with respect to 3,397,291 shares; 20,173,823 shares were voted for
Michael E. Murphy while authority was withheld with respect to 87,480 shares.
Other directors whose term of office continued after the meeting include: Steven
J. Douglass, Ken C. Hicks, Howard R. Fricke, Mylle B. Mangum, Robert L. Stark
and Irwin Zazulia.
(c) Shareowners ratified the appointment of Arthur Andersen LLP as independent
auditors (19,947,397 votes in favor, 299,999 votes against and 13,907 votes
abstained).
(d) Shareowners approved the performance goals for the Payless ShoeSource, Inc.
Executive Incentive Compensation Plan (19,473,664 votes in favor, 675,394 votes
against and 112,245 votes abstained).
(e) Shareowners approved the amendment of the Payless ShoeSource, Inc. 401(k)
Mirror Plan (19,939,592 votes in favor, 161,287 votes against and 160,424 votes
abstained).
ITEM 5 -- OTHER INFORMATION
None.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
NUMBER DESCRIPTION
------ ------------
11.1 Computation of Net Earnings Per Share*
* Filed herewith
(b) Reports on Form 8-K
None.
10
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PAYLESS SHOESOURCE, INC.
Date: 6/15/01 By: /s/ Steven J. Douglass
-----------------------
Steven J. Douglass
Chairman of the Board and
Chief Executive Officer
Date: 6/15/01 By: /s/ Ullrich E. Porzig
---------------------
Ullrich E. Porzig
Senior Vice President
Chief Financial Officer
and Treasurer
11