Table of Contents
|
| |
☑ QUARTERLY REPORT PURSUANTTO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGEACT OF 1934 For | ||
| ||
|
| |
| ||
|
| |
| |
|
|
|
|
| |
| |
| |
| |
| |
|
Indicate by check mark whether the quarterly
Yes |
|
|
Yes |
|
|
(Do
If an emerging growth company, indicate by check mark if tousethe registrant has elected not to use the extendedtransitionperiodfor
|
|
|
| |||||
Page No. PART | |||||
|
| ||||
|
| ||||
| |||||
|
| ||||
| |||||
|
| ||||
| |||||
|
| ||||
| |||||
|
|
| |||
|
|
| |||
|
|
| |||
| |||||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
|
| |||
|
| ||||
3
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
| Nine Months Ended | |||||||
| October 28, 2017 |
| October 29, 2016 |
| October 28, 2017 |
| October 29, 2016 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| (Dollars in thousands, except per share data) | |||||||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
Retail sales | $ | 188,368 |
| $ | 207,022 |
| $ | 631,049 |
| $ | 729,173 |
Other revenue (principally finance charges, late fees and |
|
|
|
|
|
|
|
|
|
|
|
layaway charges) |
| 1,905 |
|
| 2,240 |
|
| 5,926 |
|
| 6,949 |
Total revenues |
| 190,273 |
|
| 209,262 |
|
| 636,975 |
|
| 736,122 |
|
|
|
|
|
|
|
|
|
|
|
|
COSTS AND EXPENSES, NET |
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold (exclusive of depreciation shown below) |
| 124,462 |
|
| 133,627 |
|
| 411,503 |
|
| 446,658 |
Selling, general and administrative (exclusive of depreciation |
|
|
|
|
|
|
|
|
|
|
|
shown below) |
| 62,100 |
|
| 67,815 |
|
| 190,162 |
|
| 206,441 |
Depreciation |
| 5,047 |
|
| 5,734 |
|
| 14,989 |
|
| 17,082 |
Interest and other income |
| (1,200) |
|
| (1,288) |
|
| (3,472) |
|
| (5,593) |
Cost and expenses, net |
| 190,409 |
|
| 205,888 |
|
| 613,182 |
|
| 664,588 |
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) before income taxes |
| (136) |
|
| 3,374 |
|
| 23,793 |
|
| 71,534 |
|
|
|
|
|
|
|
|
|
|
|
|
Income tax (benefit)/expense |
| (2,830) |
|
| (4,886) |
|
| (252) |
|
| 11,513 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income | $ | 2,694 |
| $ | 8,260 |
| $ | 24,045 |
| $ | 60,021 |
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share | $ | 0.11 |
| $ | 0.30 |
| $ | 0.93 |
| $ | 2.17 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share | $ | 0.11 |
| $ | 0.30 |
| $ | 0.93 |
| $ | 2.17 |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per share | $ | 0.33 |
| $ | 0.33 |
| $ | 0.99 |
| $ | 0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
Net income | $ | 2,694 |
| $ | 8,260 |
| $ | 24,045 |
| $ | 60,021 |
Unrealized gain (loss) on available-for-sale securities, net of |
|
|
|
|
|
|
|
|
|
|
|
deferred income taxes of ($101) and $272 for the three and |
|
|
|
|
|
|
|
|
|
|
|
nine months ended October 28, 2017 and ($530) and ($160) for |
|
|
|
|
|
|
|
|
|
|
|
the three and nine months ended October 29, 2016, respectively |
| (170) |
|
| (881) |
|
| 455 |
|
| (269) |
Comprehensive income | $ | 2,524 |
| $ | 7,379 |
| $ | 24,500 |
| $ | 59,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| October 28, 2017 |
| January 28, 2017 | ||
|
|
|
|
|
|
ASSETS | (Dollars in thousands) | ||||
Current Assets: |
|
|
|
|
|
Cash and cash equivalents | $ | 78,666 |
| $ | 47,234 |
Short-term investments |
| 136,207 |
|
| 201,233 |
Restricted cash and investments |
| 3,711 |
|
| 3,691 |
Accounts receivable, net of allowance for doubtful accounts of |
|
|
|
|
|
$1,145 and $1,348 at October 28, 2017 and January 28, 2017, respectively |
| 30,507 |
|
| 30,336 |
Merchandise inventories |
| 127,763 |
|
| 145,682 |
Prepaid expenses and other current assets |
| 16,563 |
|
| 15,632 |
Total Current Assets |
| 393,417 |
|
| 443,808 |
Property and equipment – net |
| 120,179 |
|
| 126,386 |
Noncurrent deferred income taxes |
| 12,487 |
|
| 13,773 |
Other assets |
| 22,268 |
|
| 22,357 |
Total Assets | $ | 548,351 |
| $ | 606,324 |
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
Accounts payable | $ | 88,341 |
| $ | 105,249 |
Accrued expenses |
| 55,266 |
|
| 61,313 |
Accrued bonus and benefits |
| 3,243 |
|
| 3,068 |
Accrued income taxes |
| 2,282 |
|
| 2,282 |
Total Current Liabilities |
| 149,132 |
|
| 171,912 |
Other noncurrent liabilities |
| 46,793 |
|
| 50,509 |
|
|
|
|
|
|
Stockholders' Equity: |
|
|
|
|
|
Preferred stock, $100 par value per share, 100,000 shares |
|
|
|
|
|
authorized, none issued |
| - |
|
| - |
Class A common stock, $.033 par value per share, 50,000,000 |
|
|
|
|
|
shares authorized; issued 23,276,248 shares and 24,853,129 shares |
|
|
|
|
|
at October 28, 2017 and January 28, 2017, respectively |
| 782 |
|
| 837 |
Convertible Class B common stock, $.033 par value per share, |
|
|
|
|
|
15,000,000 shares authorized; issued 1,755,601 shares and 1,751,576 shares |
|
|
|
|
|
at October 28, 2017 and January 28, 2017, respectively |
| 58 |
|
| 58 |
Additional paid-in capital |
| 98,720 |
|
| 95,207 |
Retained earnings |
| 252,625 |
|
| 288,015 |
Accumulated other comprehensive income/(loss) |
| 241 |
|
| (214) |
Total Stockholders' Equity |
| 352,426 |
|
| 383,903 |
Total Liabilities and Stockholders' Equity | $ | 548,351 |
| $ | 606,324 |
|
| Nine Months Ended |
| |||
| October 28, 2017 |
| October 29, 2016 |
| ||
|
|
|
|
|
|
|
|
| (Dollars in thousands) |
| |||
|
|
|
|
|
|
|
Operating Activities: |
|
|
|
|
|
|
Net income | $ | 24,045 |
| $ | 60,021 |
|
Adjustments to reconcile net income to net cash provided |
|
|
|
|
|
|
by operating activities: |
|
|
|
|
|
|
Depreciation |
| 14,989 |
|
| 17,082 |
|
Provision for doubtful accounts |
| 466 |
|
| 658 |
|
Purchase premium and premium amortization of investments |
| 2,742 |
|
| (426) |
|
Share-based compensation |
| 3,002 |
|
| 3,044 |
|
Excess tax benefits from share-based compensation |
| - |
|
| (194) |
|
Deferred income taxes |
| 1,015 |
|
| - |
|
Loss on disposal of property and equipment |
| 611 |
|
| 1,495 |
|
Changes in operating assets and liabilities which provided |
|
|
|
|
|
|
(used) cash: |
|
|
|
|
|
|
Accounts receivable |
| (497) |
|
| 2,845 |
|
Merchandise inventories |
| 17,919 |
|
| (12,245) |
|
Prepaid and other assets |
| (1,232) |
|
| (2,986) |
|
Accrued income taxes |
| - |
|
| (943) |
|
Accounts payable, accrued expenses and other liabilities |
| (24,752) |
|
| (22,097) |
|
Net cash provided by operating activities |
| 38,308 |
|
| 46,254 |
|
|
|
|
|
|
|
|
Investing Activities: |
|
|
|
|
|
|
Expenditures for property and equipment |
| (8,762) |
|
| (24,043) |
|
Purchase of short-term investments |
| (15,771) |
|
| (101,461) |
|
Sales of short-term investments |
| 78,964 |
|
| 107,131 |
|
Purchase of other assets |
| (657) |
|
| (261) |
|
Sales of other assets |
| 6 |
|
| - |
|
Change in restricted cash and investments |
| (20) |
|
| (12) |
|
Net cash provided/(used) in investing activities |
| 53,760 |
|
| (18,646) |
|
|
|
|
|
|
|
|
Financing Activities: |
|
|
|
|
|
|
Dividends paid |
| (25,466) |
|
| (26,527) |
|
Repurchase of common stock |
| (35,708) |
|
| (36,252) |
|
Proceeds from line of credit |
| 21,000 |
|
| 21,000 |
|
Payments to line of credit |
| (21,000) |
|
| (21,000) |
|
Proceeds from employee stock purchase plan |
| 443 |
|
| 466 |
|
Excess tax benefits from share-based compensation |
| - |
|
| 194 |
|
Proceeds from stock options exercised |
| 95 |
|
| 230 |
|
Net cash used in financing activities |
| (60,636) |
|
| (61,889) |
|
|
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
| 31,432 |
|
| (34,281) |
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
| 47,234 |
|
| 67,057 |
|
Effect of exchange rate on cash |
| - |
|
| - |
|
Cash and cash equivalents at end of period | $ | 78,666 |
| $ | 32,776 |
|
|
|
|
|
|
|
|
Non-cash activity: |
|
|
|
|
|
|
Accrued other assets and property and equipment | $ | 1,012 |
| $ | 439 |
|
Accrued treasury stock |
| 195 |
|
| 1,852 |
|
|
|
|
|
The2021
During
In November 2017, the Company repurchased 228,100 shares of its Class A common stock for $2,975,320.
fiscal 2022.
6
|
|
|
|
|
|
|
| Three Months Ended |
|
| Nine Months Ended | ||||||
|
|
|
| October 28, 2017 |
|
| October 29, 2016 |
|
| October 28, 2017 |
|
| October 29, 2016 |
|
| (Dollars in thousands) | |||||||||||
Numerator |
|
|
|
|
|
|
|
|
|
|
|
| |
| Net earnings |
| $ | 2,694 |
| $ | 8,260 |
| $ | 24,045 |
| $ | 60,021 |
| Earnings/(loss) allocated to non-vested equity awards |
|
| (56) |
|
| (170) |
|
| (531) |
|
| (1,223) |
| Net earnings available to common stockholders |
| $ | 2,638 |
| $ | 8,090 |
| $ | 23,514 |
| $ | 58,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
| |
| Basic weighted average common shares outstanding |
|
| 24,537,974 |
|
| 26,738,809 |
|
| 25,150,377 |
|
| 27,039,343 |
| Dilutive effect of stock options |
|
| - |
|
| 1,436 |
|
| - |
|
| 1,807 |
| Diluted weighted average common shares outstanding |
|
| 24,537,974 |
|
| 26,740,245 |
|
| 25,150,377 |
|
| 27,041,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
| |
| Basic earnings/(loss) per share |
| $ | 0.11 |
| $ | 0.30 |
| $ | 0.93 |
| $ | 2.17 |
| Diluted earnings/(loss) per share |
| $ | 0.11 |
| $ | 0.30 |
| $ | 0.93 |
| $ | 2.17 |
7
|
|
|
|
|
| Changes in Accumulated Other |
| ||||
|
| Comprehensive Income (a) |
| ||||
|
|
|
| Unrealized Gains |
|
|
|
|
|
|
| and (Losses) on |
|
|
|
|
|
|
| Available-for-Sale |
|
|
|
|
|
|
| Securities |
|
|
|
| Beginning Balance at July 29, 2017 |
| $ | 411 |
|
|
|
| Other comprehensive income before |
|
|
|
|
|
|
| reclassification |
|
| (144) |
|
|
|
|
|
|
|
|
|
|
|
| Amounts reclassified from accumulated |
|
|
|
|
|
|
| other comprehensive income (b) |
|
| (26) |
|
|
|
|
|
|
|
|
|
|
|
| Net current-period other comprehensive income |
|
| (170) |
|
|
|
|
|
|
|
|
|
|
|
| Ending Balance at October 28, 2017 |
| $ | 241 |
|
|
|
|
|
|
|
|
|
|
|
| (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income. | ||||||
| (b) Includes ($41) impact of accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was ($15). |
The following table sets forth information regarding the reclassification out ofMay 1,
|
| Changes in Accumulated Other |
| ||||
|
| Comprehensive Income (a) |
| ||||
|
|
|
| Unrealized Gains |
|
|
|
|
|
|
| and (Losses) on |
|
|
|
|
|
|
| Available-for-Sale |
|
|
|
|
|
|
| Securities |
|
|
|
| Beginning Balance at January 28, 2017 |
| $ | (214) |
|
|
|
| Other comprehensive income before |
|
|
|
|
|
|
| reclassification |
|
| 478 |
|
|
|
|
|
|
|
|
|
|
|
| Amounts reclassified from accumulated |
|
|
|
|
|
|
| other comprehensive income (b) |
|
| (23) |
|
|
|
|
|
|
|
|
|
|
|
| Net current-period other comprehensive income |
|
| 455 |
|
|
|
|
|
|
|
|
|
|
|
| Ending Balance at October 28, 2017 |
| $ | 241 |
|
|
|
|
|
|
|
|
|
|
|
| (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income. | ||||||
| (b) Includes ($36) impact of accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was ($13). |
8
|
|
|
|
The following table sets forth information regarding the reclassification outimpact of Accumulated other comprehensive income (in thousands)reclassifications into Interest and other
|
| Changes in Accumulated Other |
| ||||
|
| Comprehensive Income (a) |
| ||||
|
|
|
| Unrealized Gains |
|
|
|
|
|
|
| and (Losses) on |
|
|
|
|
|
|
| Available-for-Sale |
|
|
|
|
|
|
| Securities |
|
|
|
| Beginning Balance at July 30, 2016 |
| $ | 1,412 |
|
|
|
| Other comprehensive income before |
|
|
|
|
|
|
| reclassifications |
|
| (765) |
|
|
|
|
|
|
|
|
|
|
|
| Amounts reclassified from accumulated |
|
|
|
|
|
|
| other comprehensive income (b) |
|
| (116) |
|
|
|
|
|
|
|
|
|
|
|
| Net current-period other comprehensive income |
|
| (881) |
|
|
|
|
|
|
|
|
|
|
|
| Ending Balance at October 29, 2016 |
| $ | 531 |
|
|
|
|
|
|
|
|
|
|
|
| (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income. | ||||||
| (b) Includes ($185) impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was ($69). |
net gains on available-for-sale securities. The following table sets forth information regarding thetax impact of this reclassification out of Accumulated other comprehensive income (in thousands) for the nine months ended October 29, 2016:
|
| Changes in Accumulated Other |
| ||||
|
| Comprehensive Income (a) |
| ||||
|
|
|
| Unrealized Gains |
|
|
|
|
|
|
| and (Losses) on |
|
|
|
|
|
|
| Available-for-Sale |
|
|
|
|
|
|
| Securities |
|
|
|
| Beginning Balance at January 30, 2016 |
| $ | 800 |
|
|
|
| Other comprehensive income before |
|
|
|
|
|
|
| reclassifications |
|
| (101) |
|
|
|
|
|
|
|
|
|
|
|
| Amounts reclassified from accumulated |
|
|
|
|
|
|
| other comprehensive income (b) |
|
| (168) |
|
|
|
|
|
|
|
|
|
|
|
| Net current-period other comprehensive income |
|
| (269) |
|
|
|
|
|
|
|
|
|
|
|
| Ending Balance at October 29, 2016 |
| $ | 531 |
|
|
|
|
|
|
|
|
|
|
|
| (a) All amounts are net-of-tax. Amounts in parentheses indicate a debit/reduction to other comprehensive income. | ||||||
| (b) Includes ($269) impact of Accumulated other comprehensive income reclassifications into Interest and other income for net gains on available-for-sale securities. The tax impact of this reclassification was ($101). |
9
|
|
|
|
As
outstanding
borrowings.The Company operates its women’s fashion specialty retail stores in 33 32statesasof October 28, 2017, April30,2022,
|
|
|
|
Three Months Ended |
|
|
|
| Nine Months Ended |
|
|
|
October 28, 2017 | Retail | Credit | Total |
| October 28, 2017 | Retail | Credit | Total |
|
|
|
|
|
|
|
|
|
Revenues | $189,263 | $1,010 | $190,273 |
| Revenues | $633,816 | $3,159 | $636,975 |
Depreciation | 5,039 | 8 | 5,047 |
| Depreciation | 14,958 | 31 | 14,989 |
Interest and other income | (1,200) | - | (1,200) |
| Interest and other income | (3,472) | - | (3,472) |
Income/(Loss) before income taxes | (313) | 177 | (136) |
| Income/(Loss) before income taxes | 22,872 | 921 | 23,793 |
Capital expenditures | 2,337 | - | 2,337 |
| Capital expenditures | 8,762 | - | 8,762 |
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
| Nine Months Ended |
|
|
|
October 29, 2016 | Retail | Credit | Total |
| October 29, 2016 | Retail | Credit | Total |
|
|
|
|
|
|
|
|
|
Revenues | $208,060 | $1,202 | $209,262 |
| Revenues | $732,408 | $3,714 | $736,122 |
Depreciation | 5,722 | 12 | 5,734 |
| Depreciation | 17,045 | 37 | 17,082 |
Interest and other income | (1,288) | - | (1,288) |
| Interest and other income | (5,593) | - | (5,593) |
Income/(Loss) before income taxes | 3,010 | 364 | 3,374 |
| Income/(Loss) before income taxes | 70,330 | 1,204 | 71,534 |
Capital expenditures | 14,091 | - | 14,091 |
| Capital expenditures | 24,043 | - | 24,043 |
|
|
|
|
|
|
|
|
|
| Retail | Credit | Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets as of October 28, 2017 | $492,785 | $55,566 | $548,351 |
|
|
|
|
|
Total assets as of January 28, 2017 | 554,716 | 51,608 | 606,324 |
|
|
|
|
|
The Company evaluates segment performance based on income before taxes. The Company does not allocate certain corporate expenses or income taxes to the credit segment.
The following schedule summarizes the direct expenses
| Three Months Ended |
| Nine Months Ended | ||||||||
|
| October 28, 2017 |
|
| October 29, 2016 |
|
| October 28, 2017 |
|
| October 29, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
Bad debt expense | $ | 208 |
| $ | 216 |
| $ | 466 |
| $ | 658 |
Payroll |
| 210 |
|
| 214 |
|
| 654 |
|
| 650 |
Postage |
| 133 |
|
| 153 |
|
| 406 |
|
| 488 |
Other expenses |
| 274 |
|
| 255 |
|
| 681 |
|
| 714 |
Total expenses | $ | 825 |
| $ | 838 |
| $ | 2,207 |
| $ | 2,510 |
11
|
|
|
|
STOCK-BASEDSTOCK BASED COMPENSATION: October 28, 2017, April 30, 2022,the Company had three twolong-term compensationplans pursuant to which stock-based Company’s 1987 Non-Qualified Stock Option2018IncentiveCompensation Plan is and2013the granting of options grant,to officers,directorsand key employees. As of October 28, 2017, there EffectiveMay 24, 2018, stock options for grant. The 2013 Incentive Compensation Plan and 2004 Amended and Restated Incentive Compensation Plan are for underthe granting of various forms of equity-based awards, including restricted stock and stock options for grant, to officers, directors and key employees. Effective May 23, 2013 shares for grant were no longer available under the 2004 Amended and Restated IncentiveCompensationPlan.
| 1987 |
| 2004 |
| 2013 |
|
|
| Plan |
| Plan |
| Plan |
| Total |
Options and/or restricted stock initially authorized | 5,850,000 |
| 1,350,000 |
| 1,500,000 |
| 8,700,000 |
Options and/or restricted stock available for grant: |
|
|
|
|
|
|
|
October 28, 2017 | - |
| - |
| 852,491 |
| 852,491 |
|
|
|
| Weighted Average |
| Number of |
|
| Grant Date Fair |
| Shares |
|
| Value Per Share |
Restricted stock awards at January 28, 2017 | 561,323 |
| $ | 32.22 |
Granted | 191,919 |
|
| 22.44 |
Vested | (125,761) |
|
| 26.40 |
Forfeited or expired | (26,204) |
|
| 31.78 |
Restricted stock awards at October 28, 2017 | 601,277 |
| $ | 30.33 |
12
|
|
|
|
expenses in theCondensed Consolidated Statements of
|
|
|
|
| Quoted |
|
|
|
|
|
| |
|
|
|
|
| Prices in |
|
|
|
|
|
| |
|
|
|
|
| Active |
| Significant |
|
|
| ||
|
|
|
|
| Markets for |
| Other |
| Significant | |||
|
|
|
|
| Identical |
| Observable |
| Unobservable | |||
|
| October 28, 2017 |
| Assets |
| Inputs |
| Inputs | ||||
Description |
|
| Level 1 |
| Level 2 |
| Level 3 | |||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
State/Municipal Bonds |
| $ | 112,024 |
| $ | - |
| $ | 112,024 |
| $ | - |
Corporate Bonds |
|
| 23,793 |
|
| - |
|
| 23,793 |
|
| - |
U.S. Treasury Notes |
|
| 402 |
|
| 402 |
|
| - |
|
| - |
Cash Surrender Value of Life Insurance |
|
| 8,428 |
|
| - |
|
| - |
|
| 8,428 |
Asset-backed Securities (ABS) |
|
| 389 |
|
| - |
|
| 389 |
|
| - |
Corporate Equities |
|
| 762 |
|
| 762 |
|
| - |
|
| - |
Certificates of Deposit |
|
| 100 |
|
| 100 |
|
| - |
|
| - |
Total Assets |
| $ | 145,898 |
| $ | 1,264 |
| $ | 136,206 |
| $ | 8,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Compensation |
|
| (8,538) |
|
| - |
|
| - |
|
| (8,538) |
Total Liabilities |
| $ | (8,538) |
| $ | - |
| $ | - |
| $ | (8,538) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted |
|
|
|
|
|
| |
|
|
|
|
| Prices in |
|
|
|
|
|
| |
|
|
|
|
| Active |
| Significant |
|
|
| ||
|
|
|
|
| Markets for |
| Other |
| Significant | |||
|
|
|
|
| Identical |
| Observable |
| Unobservable | |||
|
|
| January 28, 2017 |
| Assets |
| Inputs |
| Inputs | |||
Description |
|
|
| Level 1 |
| Level 2 |
| Level 3 | ||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
State/Municipal Bonds |
| $ | 172,953 |
| $ | - |
| $ | 172,953 |
| $ | - |
Corporate Bonds |
|
| 25,329 |
|
| - |
|
| 25,329 |
|
| - |
U.S. Treasury Notes |
|
| 1,206 |
|
| 1,206 |
|
| - |
|
| - |
Cash Surrender Value of Life Insurance |
|
| 7,973 |
|
| - |
|
| - |
|
| 7,973 |
Asset-backed Securities (ABS) |
|
| 2,951 |
|
| - |
|
| 2,951 |
|
| - |
Corporate Equities |
|
| 722 |
|
| 722 |
|
| - |
|
| - |
Certificates of Deposit |
|
| 100 |
|
| 100 |
|
| - |
|
| - |
Total Assets |
| $ | 211,234 |
| $ | 2,028 |
| $ | 201,233 |
| $ | 7,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Compensation |
|
| (7,649) |
|
| - |
|
| - |
|
| (7,649) |
Total Liabilities |
| $ | (7,649) |
| $ | - |
| $ | - |
| $ | (7,649) |
13
|
|
|
|
The
asset-backedsecuritiesare bonds comprisedof auto loans and bankcredit
|
|
|
|
| Fair Value | |
| Measurements Using | |
| Significant Unobservable | |
| Asset Inputs (Level 3) | |
| Cash Surrender Value | |
Beginning Balance at January 28, 2017 | $ | 7,973 |
Redemptions |
| - |
Additions |
| 74 |
Total gains or (losses) |
|
|
Included in interest and other income (or changes in net assets) |
| 381 |
Included in other comprehensive income |
| - |
Ending Balance at October 28, 2017 | $ | 8,428 |
|
|
|
| Fair Value | |
| Measurements Using | |
| Significant Unobservable | |
| Liability Inputs (Level 3) | |
| Deferred Compensation | |
Beginning Balance at January 28, 2017 | $ | (7,649) |
Additions |
| (338) |
Total (gains) or losses |
|
|
Included in interest and other income (or changes in net assets) |
| (551) |
Included in other comprehensive income |
| - |
Ending Balance at October 28, 2017 | $ | (8,538) |
15
|
|
|
|
| Fair Value | ||
| Measurements Using | ||
| Significant Unobservable |
| |
| Asset Inputs (Level 3) |
| |
| Cash Surrender Value |
| |
Beginning Balance at January 30, 2016 | $ | 6,409 |
|
Redemptions |
| - |
|
Additions |
| 1,059 |
|
Total gains or (losses) |
|
|
|
Included in interest and other income (or changes in net assets) |
| 284 |
|
Included in other comprehensive income |
| - |
|
Ending Balance at October 29, 2016 | $ | 7,752 |
|
|
|
|
|
| Fair Value |
| |
| Measurements Using |
| |
| Significant Unobservable |
| |
| Liability Inputs (Level 3) |
| |
| Deferred Compensation |
| |
Beginning Balance at January 30, 2016 | $ | (6,187) |
|
Additions |
| (592) |
|
Total (gains) or losses |
|
|
|
Included in interest and other income (or changes in net assets) |
| (464) |
|
Included in other comprehensive income |
| - |
|
Ending Balance at October 29, 2016 | $ | (7,243) |
|
16
|
|
|
|
Recently Adopted Accounting Policies
In July 2015, the Financial Accounting Standards Board issued
Recent Accounting Pronouncements
In November 2015, the Financial Accounting Standards Board issued an effective date for a new leasing standard that will require substantially all leases to be recorded on the balance sheet. The standard is effective for the Company’s2022 first quarter of its 2019 fiscal year; early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is assessing what impacts this new standard will have on its consolidated financial statements and expects assets and liabilities tax
In May 2014, the Financial Accounting Standards Board issued an accounting standards update that will supersede most current revenue recognition guidance and modify the accounting treatment for certain costs associated with revenue generation. The core principle of the revised revenue recognition standard is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and provides several steps to apply to achieve that principle. In addition, the new guidance enhances disclosure requirements to include more information about specific revenue contracts entered into
NOTE 9 – INCOME TAXES:
The Company had a $2.8 million tax benefit for the quarter ended October 28, 2017 compared to a $4.9 million tax benefit for the quarter ended October 29, 2016. For the first nine months of 2017, the Company had a tax benefit of $252,000 compared to $11.5 million income tax expense for the first nine months of 2016. The tax benefit is attributable to lower earnings, a higher proportion of income being generated from jurisdictions with lower tax rates, ongoing savings from tax initiatives, and a change in estimate for uncertain tax positions. See Note 1, General.
17
|
|
|
|
ourits business, we sell, itsells,litigationregardingintellectualproperty, ourits control,litigation withrespect tovarious The Company has approximately $9.9 million in accrued litigation expense at October 28, 2017.ourtheCompany’s business,as withany our itssizewithasignificantnumberofemployeesandsignificantmerchandisesales,suchour itscondensed consolidatedfinancial statements.However,given theinherentWe accrueThe Company accrues forthese matters when the liability isdeemed probable
|
|
|
FORWARD-LOOKING INFORMATION:
The following information should be read along withCompany
Table of Contents
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL |
|
POLICIES AND ESTIMATES:
Table of Contents
|
|
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||
| October 28, 2017 |
| October 29, 2016 |
|
| October 28, 2017 |
| October 29, 2016 |
|
Total retail sales | 100.0 | % | 100.0 | % |
| 100.0 | % | 100.0 | % |
Other revenue | 1.0 |
| 1.1 |
|
| 0.9 |
| 1.0 |
|
Total revenues | 101.0 |
| 101.1 |
|
| 100.9 |
| 101.0 |
|
Cost of goods sold (exclusive of depreciation) | 66.1 |
| 64.5 |
|
| 65.2 |
| 61.3 |
|
Selling, general and administrative (exclusive of depreciation) | 33.0 |
| 32.8 |
|
| 30.1 |
| 28.3 |
|
Depreciation | 2.7 |
| 2.8 |
|
| 2.4 |
| 2.3 |
|
Interest and other income | (0.6) |
| (0.6) |
|
| (0.6) |
| (0.8) |
|
Income before income taxes | (0.1) |
| 1.6 |
|
| 3.8 |
| 9.8 |
|
Net income | 1.4 |
| 4.0 |
|
| 3.8 |
| 8.2 |
|
22
Comparison
2021
Other revenue in total, as included in total revenues, was $1.9 million and $5.9
fees.
23
Table of Contents
|
|
|
Selling, general and administrative expenses (“SG&A”) primarily include corporate and store payroll, related payroll taxes and benefits, insurance, supplies, advertising, bank and credit card processing fees and bad debts. SG&A expenses were $62.1 million, or 33.0%
Depreciation expense was $5.0 million, or 2.7% of retail sales and $15.0 million, or 2.4% of retail sales
Interest and other income was $1.2 million, or 0.6% of retail sales and $3.5 million, or 0.6% of retail sales for the three and nine months ended October 28, 2017, respectively, compared to $1.3 million, or 0.6% of retail sales and $5.6 million, or 0.8% of retail sales for the comparable three and nine month periods of fiscal 2016, respectively. The decrease for the
Income tax benefit was $2.8 million and $0.3 million for the thirdquarter and first nine months of fiscal 2017, respectively, compared to income tax benefit of $4.9 million and income tax expense of $11.5 million for the comparable three and nine month periods of fiscal 2016, respectively. Income tax benefit in the third and first nine months of fiscal 2017 is primarily attributable to lower earnings, a higher proportion of income being generated from jurisdictions with lower tax rates, ongoing savings from tax initiatives, and a change in estimate for uncertain tax positions. See Note 1, General.
LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK:
The Company has consistently maintained a strong liquidity position. Cash provided by operating activities during the first nine months of fiscal 2017
Cash provided by operating activities for the first nine months of fiscal 2017 was primarily generated by earnings adjusted for depreciation and changes in working capital. The decrease of $8.0 million for the first nine months of fiscal 2017 as compared to the first nine months of fiscal 2016 was
24
Table of Contents
|
|
|
RISK:
At October 28, 2017,
29, 2022.
This decrease is primarilyattributableto lower short-terminvestments,partially offsetby29, 2022.
dividends
paid.Table
|
|
|
Table of Contents
|
|
PROCEDURES:
27
Table of Contents
April 30, 2022:
|
|
|
|
|
|
| Total Number of |
| Maximum Number |
|
|
|
|
|
|
| Shares Purchased as |
| (or Approximate Dollar |
|
| Total Number |
|
| Average |
| Part of Publicly |
| Value) of Shares that may |
Fiscal |
| of Shares |
|
| Price Paid |
| Announced Plans or |
| Yet be Purchased Under |
Period |
| Purchased |
|
| per Share (1) |
| Programs (2) |
| The Plans or Programs (2) |
August 2017 |
| 287,100 |
| $ | 14.33 |
| 287,100 |
|
|
September 2017 |
| 115,000 |
|
| 13.51 |
| 115,000 |
|
|
October 2017 |
| 15,000 |
|
| 13.01 |
| 15,000 |
|
|
Total |
| 417,100 |
| $ | 14.05 |
| 417,100 |
| 840,506 |
July January29, 2017,2022, theCompany’s sharerepurchase program had 1,257,606450,047 shares remaining third firstquarter ending October 28, 2017, ended 417,100 609,928sharesunderthisprogramfor$5,862,232$9,161,613 or anaverage market price of $14.05$15.02 per share.As of April 30,2022, third quarter ended October 28, 2017, the Companyhad 840,506 840,119sharesremaininginopenauthorizations.Thereisnospecified
Table of Contents
Exhibit No.Item 3.1 3.2Registrant’s By Laws, incorporated by reference to Exhibit 99.2 to Form8-K of the Registrant Filed December 10, 2007. 31.1*Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. 31.2*Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. 32.1* 32.2*101.1*The following materials from Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 28, 2017, formatted in XBRL: (i) Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months and Nine Months Ended October 28, 2017 and October 29, 2016; (ii) Condensed Consolidated Balance Sheets at October 28, 2017 and January 28, 2017; (iii) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 28, 2017 and October 29, 2016; and (iv) Notes to Condensed Consolidated Financial Statements.
Table of Contents
May 26, 2022November 21, 2017/s/ John P. D. CatoDateJohn P. D. CatoChairman, President andChief Executive OfficerNovember 21, 2017/s/ John R. HoweDateJohn R. HoweExecutive Vice PresidentChief Financial Officer30