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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Dsw Inc. | NYSE:DSW | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.51 | 0.00 | 01:00:00 |
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
|
|
DSW 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)
|
|
|
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 5, 2018
|
|
April 29, 2017
|
||||
Revenue:
|
|
|
|
||||
Net sales
|
$
|
710,437
|
|
|
$
|
690,819
|
|
Franchise and other revenue
|
1,665
|
|
|
1,219
|
|
||
Total revenue
|
712,102
|
|
|
692,038
|
|
||
Cost of sales
|
(505,212
|
)
|
|
(493,734
|
)
|
||
Franchise costs
|
(280
|
)
|
|
—
|
|
||
Operating expenses
|
(168,140
|
)
|
|
(156,568
|
)
|
||
Change in fair value of contingent consideration liability
|
—
|
|
|
(1,084
|
)
|
||
Operating profit
|
38,470
|
|
|
40,652
|
|
||
Interest income, net
|
664
|
|
|
561
|
|
||
Non-operating expense
|
(2,137
|
)
|
|
(1,504
|
)
|
||
Income before income taxes and loss from Town Shoes
|
36,997
|
|
|
39,709
|
|
||
Income tax provision
|
(11,390
|
)
|
|
(15,585
|
)
|
||
Loss from Town Shoes
|
(1,310
|
)
|
|
(1,306
|
)
|
||
Net income
|
$
|
24,297
|
|
|
$
|
22,818
|
|
Basic and diluted earnings per share:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.30
|
|
|
$
|
0.28
|
|
Diluted earnings per share
|
$
|
0.30
|
|
|
$
|
0.28
|
|
Weighted average shares used in per share calculations:
|
|
|
|
||||
Basic shares
|
80,108
|
|
|
80,217
|
|
||
Diluted shares
|
80,758
|
|
|
80,732
|
|
|
Three months ended
|
||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||
Net income
|
$
|
24,297
|
|
|
$
|
22,818
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
||||
Foreign currency translation loss
|
(4,685
|
)
|
|
(4,120
|
)
|
||
Unrealized net gain (loss) on debt securities
|
(344
|
)
|
|
56
|
|
||
Reclassification adjustment for net losses realized in net income
|
1,905
|
|
|
1,580
|
|
||
Total other comprehensive loss, net of income taxes
|
(3,124
|
)
|
|
(2,484
|
)
|
||
Total comprehensive income
|
$
|
21,173
|
|
|
$
|
20,334
|
|
|
May 5, 2018
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
197,162
|
|
|
$
|
175,932
|
|
|
$
|
79,673
|
|
Investments
|
71,708
|
|
|
124,605
|
|
|
174,193
|
|
|||
Accounts receivable
|
12,776
|
|
|
17,532
|
|
|
15,545
|
|
|||
Accounts receivable from related parties
|
795
|
|
|
1,704
|
|
|
1,320
|
|
|||
Inventories
|
539,700
|
|
|
501,903
|
|
|
575,171
|
|
|||
Prepaid expenses and other current assets
|
56,815
|
|
|
49,197
|
|
|
44,464
|
|
|||
Total current assets
|
878,956
|
|
|
870,873
|
|
|
890,366
|
|
|||
Property and equipment, net
|
352,550
|
|
|
355,199
|
|
|
374,320
|
|
|||
Goodwill
|
25,899
|
|
|
25,899
|
|
|
79,689
|
|
|||
Intangible assets
|
135
|
|
|
135
|
|
|
34,044
|
|
|||
Deferred income taxes
|
28,174
|
|
|
27,711
|
|
|
16,311
|
|
|||
Equity investment in Town Shoes
|
2,401
|
|
|
6,096
|
|
|
13,705
|
|
|||
Notes receivable from Town Shoes
|
123,710
|
|
|
115,895
|
|
|
52,928
|
|
|||
Other assets
|
19,793
|
|
|
19,709
|
|
|
18,359
|
|
|||
Total assets
|
$
|
1,431,618
|
|
|
$
|
1,421,517
|
|
|
$
|
1,479,722
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
185,152
|
|
|
$
|
178,449
|
|
|
$
|
212,821
|
|
Accounts payable to related parties
|
886
|
|
|
859
|
|
|
790
|
|
|||
Accrued expenses
|
139,346
|
|
|
148,226
|
|
|
139,419
|
|
|||
Total current liabilities
|
325,384
|
|
|
327,534
|
|
|
353,030
|
|
|||
Non-current liabilities
|
145,366
|
|
|
138,732
|
|
|
142,519
|
|
|||
Contingent consideration liability
|
—
|
|
|
—
|
|
|
34,288
|
|
|||
Total liabilities
|
470,750
|
|
|
466,266
|
|
|
529,837
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|||
Shareholders' equity:
|
|
|
|
|
|
||||||
Common shares paid-in capital, no par value
|
965,623
|
|
|
961,245
|
|
|
949,645
|
|
|||
Treasury shares, at cost
|
(325,906
|
)
|
|
(325,906
|
)
|
|
(316,531
|
)
|
|||
Retained earnings
|
359,342
|
|
|
354,979
|
|
|
358,189
|
|
|||
Basis difference related to acquisition of commonly controlled entity
|
(24,993
|
)
|
|
(24,993
|
)
|
|
(24,993
|
)
|
|||
Accumulated other comprehensive loss
|
(13,198
|
)
|
|
(10,074
|
)
|
|
(16,425
|
)
|
|||
Total shareholders' equity
|
960,868
|
|
|
955,251
|
|
|
949,885
|
|
|||
Total liabilities and shareholders' equity
|
$
|
1,431,618
|
|
|
$
|
1,421,517
|
|
|
$
|
1,479,722
|
|
|
Three months ended
|
||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
24,297
|
|
|
$
|
22,818
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
18,011
|
|
|
21,005
|
|
||
Stock-based compensation expense
|
4,514
|
|
|
3,609
|
|
||
Deferred income taxes
|
(413
|
)
|
|
(1,236
|
)
|
||
Loss from Town Shoes
|
1,310
|
|
|
1,306
|
|
||
Lease exit charges
|
3,559
|
|
|
—
|
|
||
Change in fair value of contingent consideration liability
|
—
|
|
|
1,084
|
|
||
Loss on foreign currency reclassified from accumulated other comprehensive income (loss)
|
1,745
|
|
|
1,462
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
5,665
|
|
|
2,141
|
|
||
Inventories
|
(37,797
|
)
|
|
(75,176
|
)
|
||
Prepaid expenses and other current assets
|
(7,361
|
)
|
|
(6,680
|
)
|
||
Accounts payable
|
12,767
|
|
|
26,786
|
|
||
Accrued expenses
|
(7,250
|
)
|
|
4,428
|
|
||
Other
|
6,248
|
|
|
5,771
|
|
||
Net cash provided by operating activities
|
25,295
|
|
|
7,318
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash paid for property and equipment
|
(18,185
|
)
|
|
(18,314
|
)
|
||
Purchases of available-for-sale investments
|
(8,106
|
)
|
|
(54,700
|
)
|
||
Sales of available-for-sale investments
|
59,915
|
|
|
54,036
|
|
||
Additional borrowings by Town Shoes
|
(15,989
|
)
|
|
(5,689
|
)
|
||
Net cash provided by (used in) investing activities
|
17,635
|
|
|
(24,667
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from exercise of stock options
|
764
|
|
|
328
|
|
||
Net change in vendor payment program
|
(1,630
|
)
|
|
898
|
|
||
Cash paid for income taxes for stock-based compensation shares withheld
|
(900
|
)
|
|
(643
|
)
|
||
Dividends paid
|
(19,934
|
)
|
|
(15,977
|
)
|
||
Net cash used in financing activities
|
(21,700
|
)
|
|
(15,394
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
21,230
|
|
|
(32,743
|
)
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
175,932
|
|
|
115,311
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
$
|
197,162
|
|
|
$
|
82,568
|
|
Supplemental disclosures of cash flow information -
|
|
|
|
||||
Cash paid for income taxes
|
$
|
2,401
|
|
|
$
|
23,947
|
|
Non-cash investing and financing activities -
|
|
|
|
||||
Property and equipment purchases not yet paid
|
$
|
7,186
|
|
|
$
|
5,092
|
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||
Cash and cash equivalents
|
$
|
197,162
|
|
|
$
|
175,932
|
|
|
$
|
79,673
|
|
Restricted cash, included in prepaid expenses and other current assets
|
—
|
|
|
—
|
|
|
2,895
|
|
|||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows
|
$
|
197,162
|
|
|
$
|
175,932
|
|
|
$
|
82,568
|
|
•
|
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.
|
•
|
Income from the breakage of gift cards is classified within net sales and recognized proportionately over the expected redemption period, which was previously recognized as a reduction to operating expenses when the redemption of the gift card was deemed remote.
|
•
|
The loyalty program is being treated as deferred revenue, which was previously treated using the incremental cost method and recognized to cost of sales.
|
•
|
We changed other classifications between net sales, franchise and other revenue, cost of sales and operating expenses for various revenue-related transactions.
|
•
|
We present our estimated returns allowance on a gross basis with returns liability recorded to accrued expenses and an asset for recovery to prepaid expenses and other current assets, which were previously presented on a net basis in accrued expenses.
|
|
Three months ended April 29, 2017
|
|||||||||
(in thousands, except per share amounts)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
|||||
Net sales
|
$
|
691,102
|
|
|
(283
|
)
|
|
$
|
690,819
|
|
Franchise and other revenue
|
$
|
—
|
|
|
1,219
|
|
|
$
|
1,219
|
|
Total revenue
|
$
|
—
|
|
|
692,038
|
|
|
$
|
692,038
|
|
Cost of sales
|
$
|
(495,873
|
)
|
|
2,139
|
|
|
$
|
(493,734
|
)
|
Operating expenses
|
$
|
(153,264
|
)
|
|
(3,304
|
)
|
|
$
|
(156,568
|
)
|
Operating profit
|
$
|
40,881
|
|
|
(229
|
)
|
|
$
|
40,652
|
|
Income before income taxes and loss from Town Shoes
|
$
|
39,938
|
|
|
(229
|
)
|
|
$
|
39,709
|
|
Income tax provision
|
$
|
(15,665
|
)
|
|
80
|
|
|
$
|
(15,585
|
)
|
Net income
|
$
|
22,967
|
|
|
(149
|
)
|
|
$
|
22,818
|
|
Total comprehensive income
|
$
|
20,483
|
|
|
(149
|
)
|
|
$
|
20,334
|
|
Basic earnings per share
|
$
|
0.29
|
|
|
(0.01
|
)
|
|
$
|
0.28
|
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||||||||||||||
(in thousands)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Prepaid expenses and other current assets
|
$
|
41,333
|
|
|
7,864
|
|
|
$
|
49,197
|
|
|
$
|
36,230
|
|
|
8,234
|
|
|
$
|
44,464
|
|
Total current assets
|
$
|
863,009
|
|
|
7,864
|
|
|
$
|
870,873
|
|
|
$
|
882,132
|
|
|
8,234
|
|
|
$
|
890,366
|
|
Deferred income taxes
|
$
|
27,671
|
|
|
40
|
|
|
$
|
27,711
|
|
|
$
|
16,287
|
|
|
24
|
|
|
$
|
16,311
|
|
Total assets
|
$
|
1,413,613
|
|
|
7,904
|
|
|
$
|
1,421,517
|
|
|
$
|
1,471,464
|
|
|
8,258
|
|
|
$
|
1,479,722
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued expenses
|
$
|
145,218
|
|
|
3,008
|
|
|
$
|
148,226
|
|
|
$
|
135,758
|
|
|
3,661
|
|
|
$
|
139,419
|
|
Total current liabilities
|
$
|
324,526
|
|
|
3,008
|
|
|
$
|
327,534
|
|
|
$
|
349,369
|
|
|
3,661
|
|
|
$
|
353,030
|
|
Total liabilities
|
$
|
463,258
|
|
|
3,008
|
|
|
$
|
466,266
|
|
|
$
|
526,176
|
|
|
3,661
|
|
|
$
|
529,837
|
|
Retained earnings
|
$
|
350,083
|
|
|
4,896
|
|
|
$
|
354,979
|
|
|
$
|
353,592
|
|
|
4,597
|
|
|
$
|
358,189
|
|
Total shareholders' equity
|
$
|
950,355
|
|
|
4,896
|
|
|
$
|
955,251
|
|
|
$
|
945,288
|
|
|
4,597
|
|
|
$
|
949,885
|
|
Total liabilities and shareholders' equity
|
$
|
1,413,613
|
|
|
7,904
|
|
|
$
|
1,421,517
|
|
|
$
|
1,471,464
|
|
|
8,258
|
|
|
$
|
1,479,722
|
|
|
Three months ended April 29, 2017
|
|||||||||
(in thousands)
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
|||||
Cash flows from operating activities:
|
|
|
|
|
|
|||||
Net income
|
$
|
22,967
|
|
|
(149
|
)
|
|
$
|
22,818
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|||||
Deferred income taxes
|
$
|
(1,232
|
)
|
|
(4
|
)
|
|
$
|
(1,236
|
)
|
Prepaid expenses and other current assets
|
$
|
(6,833
|
)
|
|
153
|
|
|
$
|
(6,680
|
)
|
|
Three months ended
|
||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
Net sales:
|
|
|
|
||||
DSW segment
|
$
|
669,784
|
|
|
$
|
624,504
|
|
Other:
|
|
|
|
||||
ABG
|
35,020
|
|
|
43,988
|
|
||
Ebuys
|
5,633
|
|
|
22,327
|
|
||
|
40,653
|
|
|
66,315
|
|
||
Total net sales
|
710,437
|
|
|
690,819
|
|
||
Franchise and other revenue
|
1,665
|
|
|
1,219
|
|
||
Total revenue
|
$
|
712,102
|
|
|
$
|
692,038
|
|
|
Three months ended
|
||||||||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||||||||
DSW segment categories:
|
|
|
|
|
|
|
|
||||||
Women's footwear
|
$
|
469,284
|
|
|
70.1
|
%
|
|
$
|
437,930
|
|
|
70.1
|
%
|
Men's footwear
|
133,159
|
|
|
19.9
|
|
|
128,113
|
|
|
20.5
|
|
||
Accessories and other
|
67,341
|
|
|
10.0
|
|
|
58,461
|
|
|
9.4
|
|
||
|
$
|
669,784
|
|
|
100.0
|
%
|
|
$
|
624,504
|
|
|
100.0
|
%
|
|
Three months ended
|
||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
Gift cards:
|
|
|
|
||||
Beginning of period
|
$
|
32,792
|
|
|
$
|
30,829
|
|
Gift cards redeemed and breakage recognized to net sales
|
(22,273
|
)
|
|
(19,309
|
)
|
||
Gift cards issued
|
17,632
|
|
|
16,282
|
|
||
End of period
|
$
|
28,151
|
|
|
$
|
27,802
|
|
Loyalty program:
|
|
|
|
||||
Beginning of period
|
$
|
21,282
|
|
|
$
|
19,889
|
|
Loyalty certificates redeemed and expired and other adjustments recognized to net sales
|
(6,635
|
)
|
|
(6,656
|
)
|
||
Deferred revenue for loyalty points issued
|
7,464
|
|
|
8,054
|
|
||
End of period
|
$
|
22,111
|
|
|
$
|
21,287
|
|
|
Three months ended
|
||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
Sales returns liability:
|
|
|
|
||||
Beginning of period
|
$
|
14,130
|
|
|
$
|
14,149
|
|
Net sales reduced for estimated returns
|
85,053
|
|
|
77,936
|
|
||
Actual returns during the period
|
(83,177
|
)
|
|
(77,133
|
)
|
||
End of period
|
$
|
16,006
|
|
|
$
|
14,952
|
|
|
Three months ended
|
||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||
Weighted average shares outstanding - Basic shares
|
80,108
|
|
|
80,217
|
|
Dilutive effect of stock-based compensation awards
|
650
|
|
|
515
|
|
Weighted average shares outstanding - Diluted shares
|
80,758
|
|
|
80,732
|
|
|
Three months ended
|
||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
Stock options
|
$
|
1,795
|
|
|
$
|
1,751
|
|
Restricted and director stock units
|
2,719
|
|
|
1,858
|
|
||
|
$
|
4,514
|
|
|
$
|
3,609
|
|
|
Number of shares
|
|||||||
(in thousands)
|
Stock Options
|
|
Time-Based RSUs
|
|
Performance-Based RSUs
|
|||
Outstanding - beginning of period
|
4,333
|
|
|
436
|
|
|
457
|
|
Granted
|
—
|
|
|
589
|
|
|
244
|
|
Exercised / vested
|
(126
|
)
|
|
(39
|
)
|
|
(49
|
)
|
Forfeited / expired
|
(33
|
)
|
|
(7
|
)
|
|
(4
|
)
|
Outstanding - end of period
|
4,174
|
|
|
979
|
|
|
648
|
|
|
May 5, 2018
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||||||||
(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
|
85,561
|
|
|
7,733
|
|
|
85,385
|
|
|
7,733
|
|
|
85,126
|
|
|
7,733
|
|
Outstanding shares
|
72,470
|
|
|
7,733
|
|
|
72,294
|
|
|
7,733
|
|
|
72,535
|
|
|
7,733
|
|
Treasury shares
|
13,091
|
|
|
—
|
|
|
13,091
|
|
|
—
|
|
|
12,591
|
|
|
—
|
|
|
Three months ended
|
||||||||||||||||||||||
|
May 5, 2018
|
|
April 29, 2017
|
||||||||||||||||||||
(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
|
$
|
(9,278
|
)
|
|
$
|
(796
|
)
|
|
$
|
(10,074
|
)
|
|
$
|
(13,699
|
)
|
|
$
|
(242
|
)
|
|
$
|
(13,941
|
)
|
Other comprehensive income (loss) before reclassifications
|
(4,685
|
)
|
|
(344
|
)
|
|
(5,029
|
)
|
|
(4,120
|
)
|
|
56
|
|
|
(4,064
|
)
|
||||||
Amounts reclassified to non-operating income
|
1,745
|
|
|
160
|
|
|
1,905
|
|
|
1,462
|
|
|
118
|
|
|
1,580
|
|
||||||
Other comprehensive income (loss)
|
(2,940
|
)
|
|
(184
|
)
|
|
(3,124
|
)
|
|
(2,658
|
)
|
|
174
|
|
|
(2,484
|
)
|
||||||
Accumulated other comprehensive loss - end of period
|
$
|
(12,218
|
)
|
|
$
|
(980
|
)
|
|
$
|
(13,198
|
)
|
|
$
|
(16,357
|
)
|
|
$
|
(68
|
)
|
|
$
|
(16,425
|
)
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||
Carrying value of investments
|
$
|
72,688
|
|
|
$
|
125,349
|
|
|
$
|
174,381
|
|
Unrealized gains included in accumulated other comprehensive loss
|
6
|
|
|
23
|
|
|
87
|
|
|||
Unrealized losses included in accumulated other comprehensive loss
|
(986
|
)
|
|
(767
|
)
|
|
(275
|
)
|
|||
Fair value
|
$
|
71,708
|
|
|
$
|
124,605
|
|
|
$
|
174,193
|
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||
Land
|
$
|
1,110
|
|
|
$
|
1,110
|
|
|
$
|
1,110
|
|
Buildings
|
12,485
|
|
|
12,485
|
|
|
12,485
|
|
|||
Building and leasehold improvements
|
405,788
|
|
|
404,852
|
|
|
395,576
|
|
|||
Furniture, fixtures and equipment
|
427,026
|
|
|
423,597
|
|
|
414,179
|
|
|||
Software
|
139,712
|
|
|
137,917
|
|
|
134,656
|
|
|||
Construction in progress
(1)
|
41,594
|
|
|
39,201
|
|
|
25,420
|
|
|||
Total property and equipment
|
1,027,715
|
|
|
1,019,162
|
|
|
983,426
|
|
|||
Accumulated depreciation and amortization
|
(675,165
|
)
|
|
(663,963
|
)
|
|
(609,106
|
)
|
|||
Property and equipment, net
|
$
|
352,550
|
|
|
$
|
355,199
|
|
|
$
|
374,320
|
|
(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 5, 2018
|
|
April 29, 2017
|
||||||||||||||||||||
(in thousands)
|
Goodwill
|
|
Accumulated Impairments
|
|
Net
|
|
Goodwill
|
|
Accumulated Impairments
|
|
Net
|
||||||||||||
Segment - beginning of period:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
DSW segment
|
$
|
25,899
|
|
|
$
|
—
|
|
|
$
|
25,899
|
|
|
$
|
25,899
|
|
|
$
|
—
|
|
|
$
|
25,899
|
|
Other - Ebuys
|
53,790
|
|
|
(53,790
|
)
|
|
—
|
|
|
53,790
|
|
|
—
|
|
|
53,790
|
|
||||||
|
79,689
|
|
|
(53,790
|
)
|
|
25,899
|
|
|
79,689
|
|
|
—
|
|
|
79,689
|
|
||||||
Eliminated Ebuys goodwill
|
(53,790
|
)
|
|
53,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
DSW segment - end of period
|
$
|
25,899
|
|
|
$
|
—
|
|
|
$
|
25,899
|
|
|
$
|
79,689
|
|
|
$
|
—
|
|
|
$
|
79,689
|
|
|
February 3, 2018
|
||||||||||
(in thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Definite-lived:
|
|
|
|
|
|
||||||
Online retailer and customer relationships
|
$
|
3,767
|
|
|
$
|
(3,767
|
)
|
|
$
|
—
|
|
Tradenames
|
1,260
|
|
|
(1,260
|
)
|
|
—
|
|
|||
Non-compete agreements
|
1,800
|
|
|
(1,800
|
)
|
|
—
|
|
|||
Indefinite-lived trademarks and tradenames
|
135
|
|
|
—
|
|
|
135
|
|
|||
|
$
|
6,962
|
|
|
$
|
(6,827
|
)
|
|
$
|
135
|
|
|
April 29, 2017
|
||||||||||
(in thousands)
|
Cost
|
|
Accumulated Amortization
|
|
Net
|
||||||
Definite-lived:
|
|
|
|
|
|
||||||
Online retailer and customer relationships
|
$
|
22,300
|
|
|
$
|
(2,637
|
)
|
|
$
|
19,663
|
|
Tradenames
|
11,000
|
|
|
(856
|
)
|
|
10,144
|
|
|||
Non-compete agreements
|
5,400
|
|
|
(1,260
|
)
|
|
4,140
|
|
|||
Indefinite-lived trademarks and tradenames
|
97
|
|
|
—
|
|
|
97
|
|
|||
|
$
|
38,797
|
|
|
$
|
(4,753
|
)
|
|
$
|
34,044
|
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||
Gift cards and merchandise credits
|
$
|
28,151
|
|
|
$
|
32,792
|
|
|
$
|
27,802
|
|
Accrued compensation and related expenses
|
13,412
|
|
|
25,082
|
|
|
18,762
|
|
|||
Accrued taxes
|
24,150
|
|
|
20,757
|
|
|
22,554
|
|
|||
Loyalty program reserve
|
22,111
|
|
|
21,282
|
|
|
21,287
|
|
|||
Sales returns
|
16,006
|
|
|
14,130
|
|
|
14,952
|
|
|||
Other
(1)
|
35,516
|
|
|
34,183
|
|
|
34,062
|
|
|||
|
$
|
139,346
|
|
|
$
|
148,226
|
|
|
$
|
139,419
|
|
(1)
|
Other is comprised of various other accrued expenses that we expect will settle within one year of the applicable period, including amounts owed under our vendor payment program described below.
|
(in thousands)
|
May 5, 2018
|
|
February 3, 2018
|
|
April 29, 2017
|
||||||
Construction and tenant allowances
|
$
|
78,202
|
|
|
$
|
80,725
|
|
|
$
|
86,803
|
|
Deferred rent
|
35,841
|
|
|
37,116
|
|
|
38,176
|
|
|||
Accrual for lease obligations
|
11,063
|
|
|
6,511
|
|
|
8,409
|
|
|||
Other
(1)
|
20,260
|
|
|
14,380
|
|
|
9,131
|
|
|||
|
$
|
145,366
|
|
|
$
|
138,732
|
|
|
$
|
142,519
|
|
(1)
|
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 5, 2018
|
|
April 29, 2017
|
||||
Beginning of period
|
$
|
6,511
|
|
|
$
|
7,283
|
|
Additions
|
4,533
|
|
|
—
|
|
||
Net sublease income received (lease obligation payments)
|
(28
|
)
|
|
1,043
|
|
||
Adjustments
|
47
|
|
|
83
|
|
||
End of period
|
$
|
11,063
|
|
|
$
|
8,409
|
|
(in thousands)
|
DSW segment
|
|
Other
|
|
Total
|
|||||
Three months ended May 5, 2018
|
|
|
|
|
|
|||||
Net sales
|
$
|
669,784
|
|
|
40,653
|
|
|
$
|
710,437
|
|
Gross profit
|
$
|
198,344
|
|
|
6,881
|
|
|
$
|
205,225
|
|
Three months ended April 29, 2017
|
|
|
|
|
|
|||||
Net sales
|
$
|
624,504
|
|
|
66,315
|
|
|
$
|
690,819
|
|
Gross profit
|
$
|
186,506
|
|
|
10,579
|
|
|
$
|
197,085
|
|
•
|
our success in growing our store base and digital demand;
|
•
|
risks related to our acquisition of Town Shoes, including the possibility that the anticipated benefits of the acquisition are not realized when expected or at all;
|
•
|
our ability to protect our reputation;
|
•
|
maintaining strong relationships with our vendors;
|
•
|
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;
|
•
|
risks related to international franchisees not operating the franchised stores according to our standards;
|
•
|
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 program 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;
|
•
|
uncertainty related to future legislation, regulatory reform, policy changes, or interpretive guidance on existing legislation, including the impact of the Tax Cuts and Jobs Act;
|
•
|
uncertain general economic conditions;
|
•
|
risks related to holdings of cash and investments and access to liquidity; and
|
•
|
fluctuations in foreign currency exchange rates.
|
|
Three months ended
|
||||||||||||
(dollars in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
710,437
|
|
|
99.8
|
%
|
|
$
|
690,819
|
|
|
99.8
|
%
|
Franchise and other revenue
|
1,665
|
|
|
0.2
|
|
|
1,219
|
|
|
0.2
|
|
||
Total revenue
|
712,102
|
|
|
100.0
|
|
|
692,038
|
|
|
100.0
|
|
||
Cost of sales
|
(505,212
|
)
|
|
(71.0
|
)
|
|
(493,734
|
)
|
|
(71.3
|
)
|
||
Franchise costs
|
(280
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Operating expenses
|
(168,140
|
)
|
|
(23.6
|
)
|
|
(156,568
|
)
|
|
(22.6
|
)
|
||
Change in fair value of contingent consideration liability
|
—
|
|
|
—
|
|
|
(1,084
|
)
|
|
(0.2
|
)
|
||
Operating profit
|
38,470
|
|
|
5.4
|
|
|
40,652
|
|
|
5.9
|
|
||
Interest income, net
|
664
|
|
|
0.1
|
|
|
561
|
|
|
0.1
|
|
||
Non-operating expense
|
(2,137
|
)
|
|
(0.3
|
)
|
|
(1,504
|
)
|
|
(0.2
|
)
|
||
Income before income taxes and loss from Town Shoes
|
36,997
|
|
|
5.2
|
|
|
39,709
|
|
|
5.8
|
|
||
Income tax provision
|
(11,390
|
)
|
|
(1.6
|
)
|
|
(15,585
|
)
|
|
(2.3
|
)
|
||
Loss from Town Shoes
|
(1,310
|
)
|
|
(0.2
|
)
|
|
(1,306
|
)
|
|
(0.2
|
)
|
||
Net income
|
$
|
24,297
|
|
|
3.4
|
%
|
|
$
|
22,818
|
|
|
3.3
|
%
|
(in thousands)
|
Three months ended May 5, 2018
|
||
Net sales for the same period last year
|
$
|
690,819
|
|
Increase in comparable sales
|
14,738
|
|
|
Net increase from non-comparable store sales and other changes
|
32,723
|
|
|
Loss of sales from Gordmans and Ebuys
|
(27,843
|
)
|
|
Total net sales
|
$
|
710,437
|
|
|
Three months ended
|
||||||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
|
Change
|
||||||
DSW segment
|
$
|
669,784
|
|
|
$
|
624,504
|
|
|
$
|
45,280
|
|
Other
(1)
|
40,653
|
|
|
66,315
|
|
|
(25,662
|
)
|
|||
Total net sales
|
$
|
710,437
|
|
|
$
|
690,819
|
|
|
$
|
19,618
|
|
(1)
|
Other represents net sales for ABG and Ebuys.
|
|
Three months ended
|
||||||
(in thousands)
|
May 5, 2018
|
|
April 29, 2017
|
||||
Net sales
|
$
|
710,437
|
|
|
$
|
690,819
|
|
Cost of sales
|
(505,212
|
)
|
|
(493,734
|
)
|
||
Gross profit
|
$
|
205,225
|
|
|
$
|
197,085
|
|
Gross profit as a percentage of net sales
|
28.9
|
%
|
|
28.5
|
%
|
|
Three months ended
|
||||
|
May 5, 2018
|
|
April 29, 2017
|
||
DSW segment:
|
|
|
|
||
Merchandise margin
|
42.6
|
%
|
|
43.2
|
%
|
Store occupancy expenses
|
(10.7
|
)%
|
|
(11.0
|
)%
|
Distribution and fulfillment expenses
|
(2.3
|
)%
|
|
(2.3
|
)%
|
Gross profit
|
29.6
|
%
|
|
29.9
|
%
|
Other - gross profit
|
16.9
|
%
|
|
16.0
|
%
|
Total Company gross profit
|
28.9
|
%
|
|
28.5
|
%
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Exhibit No.
|
|
Description
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101*
|
|
XBRL Instance Documents
|
Date:
|
June 1, 2018
|
|
By:
|
/s/ Jared Poff
|
|
|
|
|
Jared Poff
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer and duly authorized officer)
|
1 Year Dsw Chart |
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