SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 3, 2001 (Fiscal 2001)
Commission File Number 0-15898
DESIGNS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2623104
(State or other jurisdiction of (IRS Employer
incorporation of principal executive offices) Identification No.)
66 B Street, Needham, MA 02494
(Address of principal executive offices) (Zip Code)
(781) 444-7222
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of each Class)
-----------------
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant, based on the last sales price of such stock on
April 20, 2001, was approximately $22.6 million.
The registrant had 14,456,919 shares of Common Stock, $0.01 par value,
outstanding as of April 20, 2001.
continued
DOCUMENTS INCORPORATED BY REFERENCE
Form 10-K Requirement Incorporated Document
- --------------------- ---------------------
Part III
Item 10 Directors and Executive All information under the caption
Officers "Election of Directors" in the Company's definitive
Proxy Statement which is expected to be
filed within 120 days of the end of the
fiscal year ended February 3, 2001.
Item 11 Executive Compensation All information under the caption
"Executive Compensation" in the
Company's definitive Proxy Statement
which is expected to be filed within
120 days of the end of the fiscal
year ended February 3, 2001.
Item 12 Security Ownership of All information under the caption
Certain Beneficial Owners and Management "Security Ownership of Certain
Beneficial Owners and Management"
in the Company's definitive Proxy
Statement which is expected to be
filed within 120 days of the end of the
fiscal year ended February 3, 2001.
Item 13 Certain Relationships and All information under the caption
Related Transactions "Certain Relationships and Related
Transactions" in the Company's definitive
Proxy Statement which is expected to be
filed within 120 days of the end of the
fiscal year ended February 3, 2001.
2
DESIGNS, INC.
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Index to Annual Report on Form 10-K
Year Ended February 3, 2001
PART I Page
Item 1. Business ........................................................ 4
Item 2. Properties ...................................................... 10
Item 3. Legal Proceedings ............................................... 11
Item 4. Submission of Matters to a Vote of Security Holders ............. 11
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters ............................................. 12
Item 6. Selected Financial Data ......................................... 13
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................... 14
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ...... 20
Item 8. Financial Statements and Supplementary Data ..................... 21
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure .......................... 45
PART III
Item 10. Directors and Executive Officers of the Registrant .............. 46
Item 11. Executive Compensation .......................................... 46
Item 12. Security Ownership of Certain Beneficial Owners
and Management .................................................. 46
Item 13. Certain Relationships and Related Transactions .................. 46
The information called for by Items 10, 11, 12 and 13, to
the extent not included in this document, is incorporated
herein by reference to the Company's definitive proxy
statement which is expected to be filed within 120 days
after the end of the Company's fiscal year ending February
3, 2001
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K ........................................................ 47
3
PART I.
Item 1. Business
Summary
Designs, Inc. (together with its subsidiaries, the "Company") is a retailer
based in the United States selling quality branded apparel and accessories made
exclusively by Levi Strauss & Co., and other manufacturers licensed by Levi
Strauss & Co. The Company markets a broad selection of Levi Strauss & Co. brand
merchandise through outlet and factory stores under the names
"Levi's(R)/Dockers(R) Outlet by Designs," "Levi's(R) Outlet by Designs,"
"Dockers(R) Outlet by Designs" and "Levi's(R)/Dockers(R) Factory Store by
Designs." The Company uses certain Levi Strauss & Co. trademarks, sells
exclusively Levi Strauss & Co. merchandise, and markets the Levi Strauss & Co.
brand products pursuant to a license agreement with Levi Strauss & Co.
Currently, the Company markets and sells Levi Strauss & Co. branded products at
its 102 stores located throughout the eastern half of the United States and
Puerto Rico.
The Company had incurred approximately $85 million in operating losses during
the fiscal years of 1998, 1999, and 2000 as a result of its strategy to market
and sell merchandise unrelated to Levi Strauss & Co. Starting in May 1995, with
the acquisition of the Boston Traders(R) brand, inclusive of certain retail
stores, from Boston Trading, Ltd. Inc., the Company embarked on a private label
diversification strategy concept that was later abandoned in fiscal year 1998,
when the Company began closing the Boston Trading Co. and Boston Traders Outlet
stores, eliminating all other brand name apparel (other than Levi's(R),
Dockers(R) and Slates(R)) and ultimately returning to its core competency of
marketing and selling exclusively Levi Strauss & Co. merchandise product.
In October 1999, the stockholders of the Company elected a new board of
directors and then in April 2000 appointed a new Chairman of the Board in
addition to a new Chief Executive Officer and President of the Company. Under
new management, the Company has renewed its strategy of marketing and selling
exclusively Levi Strauss & Co. branded merchandise products, expanding its
retail presence of selling Levi Strauss & Co. products, and remodeling existing
store formats to better present and market Levi Strauss & Co. branded
merchandise.
As used throughout this annual report on Form 10-K, the terms fiscal 2001, 2000
and 1999 refer to the Company's twelve month periods ended February 3, 2001,
January 29, 2000 and January 30, 1999, respectively.
Store Formats
The Company's Levi's(R) Outlet by Designs and Dockers(R) Outlet by Designs
stores are located in outlet centers which are primarily in the eastern part of
the United States. In fiscal 2001, the Company also expanded its territory by
opening its first store in Puerto Rico. All of the Company's stores exclusively
sell Levi Strauss & Co. branded apparel purchased from Levi Strauss & Co. and
its licensees. Two years ago, the Company began to update its existing chain of
stores to a new store prototype, the Levi's(R)/Dockers(R) Outlet by Designs
store. The Company's new prototype, which is generally 8,000 to 9,000 square
feet, is a combined Dockers(R) Outlet store and Levi's(R) Outlet store that
separately displays each brand in its own unique environment. This differs from
the Company's older Levi's(R) Outlet store format, which averages 10,000 to
12,000 square feet and has no prominent marketing of the individual Levi's(R),
Dockers(R) and Slates(R) brands. By updating the store fixtures and enhancing
visual merchandising, the strong identity of each brand is maximized for the
customer. The total average square footage of the chain has decreased to
approximately 9,700 as the Company opens new stores and remodels its existing
stores to the smaller, more profitable prototype.
4
At February 3, 2001, the Company operated 102 stores of which 34 are in the new
Levi's(R)/Dockers(R) Outlet by Designs store format. The Company also operates
14 Dockers(R) Outlet stores, which sell exclusively Dockers(R) and Slates(R)
brand products, and 15 Levi's(R) Outlet stores, which sell exclusively Levi's(R)
brand product. Several of these smaller Dockers(R) and Levi's(R) only stores are
located in the same outlet center and a few are even adjacent to each other. In
January 2001, the Company combined three pairs of its standalone Dockers(R) and
Levi's(R) outlet stores that were adjacent to each other into three
Levi's(R)/Dockers(R) Outlet stores. By combining the individual stores into one
store, the Company was able to reduce total square footage, reduce labor costs
and provide a cross-over environment for the brands. The Company will continue
to review other opportunities to combine similar store locations. The remaining
39 stores are the older Levi's(R) Outlet stores that carry a combination of
Levi's(R), Dockers(R) and Slates(R) apparel. The Company plans to continue to
update its store base by remodeling its remaining older stores to the new
format, relocating or closing stores and combining the individual Dockers(R) and
Levi's(R) outlet stores where feasible.
The Company operated 103 outlet stores under the names, "Levi's(R) Outlet by
Designs," "Dockers(R) Outlet by Designs" and "Levi's(R)/Dockers(R) Outlet by
Designs" in fiscal 2000 and 95 of these outlets in fiscal 1999. In fiscal 1999,
the Company also operated 18 stores, under various names such as "Buffalo
Jeans(R) Factory Outlets," "Boston Trading Co.(R)," "Designs/BTC(TM)" and
"Boston Traders(R) Outlet stores." These 18 stores were closed as part of the
Company's store closing program initiated in fiscal 2000.
Store Expansion
In fiscal 2001, the Company opened six new Levi's(R)/Dockers(R) Outlet stores,
remodeled nine of its older locations and completed the combination of stores in
three centers where the Company had adjoining Dockers(R) Outlet stores with
Levi's(R) Outlet stores. In fiscal 2002, the Company expects to remodel or
relocate up to an additional eleven stores and combine two additional Dockers(R)
and Levi's(R) outlet store pairs. In addition, the Company has also opened three
new stores in fiscal 2002 and plans to open an additional two new stores, one of
which will be an additional location in Puerto Rico which is tentatively
scheduled to open in August 2001.
The capital expenditures for fiscal 2002 related to these new and remodeled
stores are expected to total approximately $6.0 million. The Company continually
evaluates the performance of its stores and may, from time to time, decide to
close or reduce the size of or remodel certain store locations.
Customer Base
The Company believes that its customer base primarily reflects that of the
Levi's(R), Dockers(R) and Slates(R) brand customer. The Company's Levi's(R) and
Dockers(R) Outlet stores also attract foreign travelers looking for these
well-known brands. The product selection offered in these stores is designed to
satisfy the casual apparel needs of customers in all age groups and income
brackets.
Merchandising
The Company offers exclusively a selection of Levi Strauss & Co. brands of
merchandise which include Levis (R), Dockers(R) and Slates(R). The Levis Strauss
& Co. brands target customers in all age groups and income levels. The Levis (R)
brand includes various men's and women's jeanswear products as well as an
assortment of woven and knit tops and accessories. Much of the jeanswear sold by
the Company is from the Levis(R) Red Tab(TM) product lines. The Dockers(R) brand
includes a broad range of casual khaki pants and are complemented by a variety
of tops and seasonal pant products in a range of fits, fabrics, colors and
styles. The Dockers(R) brand is primarily targeted towards the casual workplace
attire customer. According to a 2000 report by the Society for Human Resource
Managers, approximately 80% of U.S. workplaces today allow casual business wear
at least one day a week. The Slates(R) brand collection of pants, shirts,
sweaters and outerwear combines contemporary styles with modern fabrics and
colors. The Slates(R) brand for both men and women targets the 25- to
34-year-old consumer's desire for a younger and more sophisticated casual look.
5
The Company's merchandise sales performance is partially dependent upon the
acceptance and growth of the Levi Strauss & Co. brands of merchandise. Since
1996, Levi Strauss & Co., sales have declined 35% from approximately $7.1
billion to $4.6 billion for that company's year ended November 26, 2000. The
Levi Strauss & Co. brands have significant competition across all brands from
private labels and fashion labels which include VF Corporation, marketer of the
Lee, Wrangler and Rustler brands; fashion-oriented designer apparel marketers,
including Polo Ralph Lauren Corporation, Calvin Klein, Nautica Enterprises,
Guess?, Inc. and Tommy Hilfiger Corp.; vertically integrated specialty stores,
including Gap Inc., Abercrombie & Fitch, American Eagle Outfitters Inc., J. Crew
and Eddie Bauer, Inc.; lower-volume but high visibility fashion-forward
jeanswear brands that appeal to the teenage market, including the FUBU, JNCO,
Lucky, MUDD and Diesel brands; casual wear manufacturers, including Haggar
Corp., Liz Claiborne, Inc. and Savane International Corp.; retailer private
labels, including J.C. Penney's Arizona brand and Sears' Canyon River Blues and
Canyon River Khakis brands; and mass merchandisers, including Wal-Mart Stores,
Inc., Target and Kmart. However, Levi Strauss & Co. has placed great emphasis on
its business turnaround strategy through supply chain improvements, product
innovation, new marketing campaigns and improved retail presentation.
Through the Company's license agreement with Levi Strauss & Co., merchandise
product is made available to the Company throughout the year. The Company has
worked closely with Levi Strauss & Co. to make wider assortments of its brand
offerings regularly available to the Company. As a result of these efforts, the
Company believes that its comparative sales performance will improve in the
second half of fiscal 2002 since many of the merchandising initiatives developed
in conjunction with Levi Strauss & Co. are scheduled for the Fall and Holiday
selling seasons. However, quarterly comparisons will likely be unfavorable
during the first half of the fiscal year, because the comparison will be against
prior-year sales and margins which benefited from significant price reductions
on inventories for which reserves were established at the end of fiscal 2000. In
addition, sales have been significantly impacted in all of the Company's retail
locations due to the liquidation of Bugle Boy, a 300-store retail chain selling
similar categories of casual apparel. Therefore, in the first quarter of fiscal
2002 we expect comparable store sales to reflect declines approximating in the
mid-teens.
The Company has historically purchased manufacturing overruns, discontinued
lines and irregulars from Levi Strauss & Co. at wholesale cost which has
historically been much less than the wholesale cost of other merchandise
purchases from Levi Strauss & Co. The Company's gross margins have been
influenced in part by the varying availability of this lower wholesale cost
merchandise from Levi Strauss & Co. If the availability of that merchandise is
decreased, the Company's gross margin percentages could be negatively impacted
in the future.
Distribution
In August 2000, the Company opened a new 60,000 square foot distribution
facility in Orlando, Florida for the purpose of distributing much of the
Company's purchases of jeanswear and casual slacks to its stores. Prior to
opening this facility, much of this product was shipped directly to the stores.
The new distribution facility was opened with the objective of better
controlling the Company's purchases and improving its inventory management. The
Company also utilizes a third party vendor to operate a 30,000 square foot
distribution center in Mansfield, Massachusetts.
The Company's distribution strategy is (1) to maintain warehouse facilities to
regulate the flow of merchandise into the stores to facilitate store level
handling, and (2) to flow through (cross-dock) the higher volume product in
order to maintain optimum inventory levels in the stores and maximize sales.
Trademark License Agreement
The Company operates under a trademark license agreement with Levi Strauss &
Co., which was most recently amended in October 1998 (as amended, the "Outlet
License Agreement"). This Outlet License Agreement authorizes the Company to use
certain Levi Strauss & Co. trademarks in connection with the operation of the
Company's Levi's(R) Outlet by Designs and Dockers(R) Outlet by Designs stores in
25 states in the eastern portion of the United States and in Puerto Rico.
Subject to certain default provisions, the term of the Outlet License Agreement
was extended to September 30, 2004, and the license for any particular store is
the period co-terminous with the lease term for such store (including extension
options). The Outlet License Agreement now provides that the Company has the
opportunity to extend the term of the license associated with one or more of the
Company's older Levi's(R) Outlet by Designs stores by either renovating the
store or replacing the store with a new store
6
that has updated format and fixturing. In order to extend the license associated
with each of the Company's 59 older outlet stores, the Company must, subject to
certain grace periods, complete these renovations or the construction of
replacement stores by December 31, 2004. As leases expire, the Company may lose
the right to use the Levi's(R) trademark in connection with certain Levi's(R)
Outlet by Designs stores and Dockers(R) Outlet by Designs stores. At February 3,
2001, the average remaining lease term (including extension options) of the
Company's Levi's(R) Outlet by Designs and Dockers(R) Outlet by Designs stores
was approximately 8.8 years.
The Company, with the approval of Levi Strauss & Co., initiated a program to
remodel its existing outlet store base in fiscal 1999. This program allows the
Company to substitute new locations in the Company's existing territory for
older locations in maturing centers as management deems it appropriate to do.
See "Store Formats" above for more discussion concerning the Company's progress
with its remodel program.
The Company and Levi Strauss & Co. are presently in discussions aimed at
re-negotiating the Outlet License Agreement in certain respects. The Company
anticipates that the main areas of focus within the agreement will be (i)
product availability and selection, (ii) expansion of the Company's existing
territorial rights, (iii) price structure for wholesale merchandise and (iv) the
extension of the term of the Outlet License Agreement, although no agreement
regarding such matters have been reached.
Trademarks
"Dockers(R)," "Levi's(R)" and "Slates(R)" are registered trademarks of Levi
Strauss & Co.
Store Operations
The Company currently employs one Vice President and Director of Store
Operations who reports directly to the President and Chief Executive Officer of
the Company. Two regional managers, who report to the Vice President and
Director of Store Operations, are responsible for the operations and
profitability of stores within specific geographic regions.
In order to provide management development and guidance to individual store
managers, the Company employs approximately 12 district managers. Each district
manager is responsible for hiring and developing store managers at the stores
assigned to that district manager's area and for the sales and overall
profitability of those stores. District managers report directly to a regional
manager.
The Company's stores utilize interior design and merchandise layout plans
designed by the Company's visual merchandising team which are specifically
designed to promote customer identification as a specialty outlet store selling
quality branded apparel and accessories. The merchandise layout is further
customized by store management and the Company's visual merchandising department
to suit each particular store location. The stores prominently display
Levi's(R), Dockers(R) and Slates(R) brand logos and utilize distinctive
promotional displays. The Company uses Levi Strauss & Co. logos and trademarks
on store signs with the permission of Levi Strauss & Co.
During fiscal 2001, in conjunction with the Company's initiatives to improve
shrink and inventory management, the Company outsourced its loss prevention
department to LP Innovations, Inc., a leader in loss prevention management.
Customer Service & Training
"Designs University" was established in fiscal 1996 to implement associate
training and development programs throughout the organization. The Company's
Operational Support and Development team is responsible for developing and
teaching creative programs that will enhance associate performance.
Sales associate expectations are established at all levels of training,
beginning with the Sales Associate Development Program. This program introduces
the associate to the Company's operational policies, product information and
customer service objectives. Through this program, associates are taught that
servicing the customer is the highest priority. Management believes that sales
associates are trained towards accomplishing the goal of reinforcing the
customer's perception of the Company's stores as branded specialty stores and of
differentiating its stores from those of the Company's competitors.
7
All members of store management participate in the Store Management Development
Program. Associates learn how to perform critical management functions required
to successfully operate a store. The Store Management Development Program
focuses on fundamental operational procedures, expense control and personnel
management.
Each Levi's(R) Outlet by Designs and Dockers(R) Outlet by Designs store employs
approximately 20 associates. Store staffing typically includes a store manager,
one or more assistant managers and shift supervisors, and a team of full-time
and part-time sales associates. Store manager candidates or assistant manager
candidates may also be included on the team in specific stores. The store
management team is responsible for all operational matters in the store,
including the hiring and training of sales associates.
Management Information Systems
The Company's management information systems, located at both its corporate
headquarters in Needham, Massachusetts and all of its retail stores, consist of
a full range of retail merchandising and financial systems which include
merchandise planning and reporting, distribution center processing, inventory
allocation, in-store systems, sales reporting, and financial processing and
reporting. The Company's primary business applications, JDA Merchandising
Management Systems and Lawson Financial Systems, operate on an AS/400 platform.
All of the Company's stores have point-of-sale terminals supplied by IBM and
supported by point-of-sale business application provided by CRS, that captures
daily transaction information by item, color and size (SKU). The Company
utilizes barcode technology in tracking sales, inventory and pricing
information. Communications between the corporate office and all stores is
facilitated on a daily basis through the use of an electronic mail system. The
JDA Merchandising Management System is updated daily with all store transactions
and provide daily sales, inventory, pricing and merchandise information and
management reports in assisting the Company operate its retail business. Its
merchandising system applications also facilitate the placement of purchase
orders and their tracking, primarily through electronic data interchange (EDI).
The Company evaluates this information, together with weekly reports on
merchandise statistics, prior to making merchandising decisions regarding
reorders of fast-selling items and the allocation of merchandise.
In fiscal 2001, the Company purchased JDA Arthur, a planning and allocation
system that should further enhance the Company's inventory management and
visibility. The added inventory management applications will be installed and
implemented during fiscal 2002. In addition, the Company will be enhancing its
warehouse management systems either through the further development of its
existing system with JDA, or through the purchase of a warehouse management
application from a third-party provider. These added applications should greatly
enhance the Company's inventory management capabilities.
The Company utilizes a client server based network with mixed NT and Novel
environment running on a local area network to communicate and work share within
its corporate headquarters. The Company also utilizes the services of an outside
payroll processing provider, ADP, in preparing, distributing and reporting its
weekly payroll.
Advertising
The Company relies on the visibility and recognition of the Levi's(R),
Dockers(R) and Slates(R) brand names, as well as the natural flow of traffic
that results from locating stores in areas of high retail activity including
destination outlet centers and regional malls. The Company's Outlet License
Agreement with Levi Strauss & Co. limits the Company's advertising ability to
billboards and specific outlet center promotions.
The Company has a complete visual merchandising program that, through the use of
in-store signage, focuses on product knowledge and marketing of the individual
Levi's(R), Dockers(R) and Slates(R) brands and communicates its value to the
customer. During fiscal 2002, the Company plans to update its visual marketing
programs by redesigning its communication and education in-store signage with
the intention of better guiding the customer through the shopping experience.
8
Competition
The United States casual apparel market is highly competitive with many national
and regional department stores, specialty apparel retailers and discount stores
offering a broad range of apparel products similar to those sold by the Company.
The Company considers any casual apparel manufacturer operating in outlet parks
throughout the United States to be a competitor in the casual apparel market.
The Company's business involves the sale of branded apparel and accessories sold
by or manufactured under license from Levi Strauss & Co. Levi Strauss & Co. is
involved in the highly competitive fashion apparel industry. Levi's(R) brand
jeans have been impacted by the increased competition from private label as well
as fashion jeans market entrants and by a decrease in national sales trends of
Levi's(R) brand products.
Management believes that the Company competes with other apparel retailers by
offering superior selection, quality merchandise, knowledgeable in-store service
and competitive price points. The Company stresses product training with its
sales staff and, with the assistance of Levi Strauss & Co. merchandise
materials, provides its sales personnel with substantial product knowledge
training across all product lines.
Employees
As of February 3, 2001, the Company employed approximately 1,750 associates, of
whom 418 were full-time personnel. The Company hires additional temporary
employees during the peak Fall and Holiday seasons.
All qualified full-time employees are entitled, when eligible, to life, medical,
disability and dental insurance and to participate in the Company's 401(k)
retirement savings plan. Store managers, district managers, regional managers
and corporate office employees are eligible to receive incentive compensation
subject to the achievement of specific performance objectives related to sales,
profitability and expense control. Vice Presidents, regional managers and
district managers are also entitled to use an automobile provided by the Company
or to receive an automobile allowance. Sales personnel are compensated on an
hourly basis and, generally, receive no commissions, but from time to time are
eligible to earn sales incentive payments from individual store sales contests.
Regional and district managers, store managers and certain corporate office
employees have been granted stock options to purchase shares of the Company's
common stock. None of the Company's employees are represented by any collective
bargaining agreement.
9
Item 2. Properties
As of February 3, 2001, the Company operated 102 Levi's(R) Outlet by Designs and
Dockers(R) Outlet by Designs stores. All of these stores are leased by the
Company directly from outlet center owners. The average square footage of the
chain had decreased to approximately 9,700 as the Company opens new smaller size
stores and remodels its existing stores to a smaller, more profitable prototype.
The store leases are generally five years in length and contain renewal options
extending their terms to between 10 and 15 years. Most of the Company's outlet
store leases provide for annual rent based on a percentage of store sales,
subject to guaranteed minimum amounts.
Sites for store expansion are selected on the basis of several factors intended
to maximize the exposure of each store to the Company's target customers. These
factors include the demographic profile of the area in which the site is
located, the types of stores and other retailers in the area, the location of
the store within the center and the attractiveness of the store layout. The
Company also utilizes financial models to project the profitability of each
location using assumptions such as the center's sales per square foot averages,
estimated occupancy costs and return on investment requirements. The Company
believes that its selection of locations enables the Company's stores to attract
customers from the general shopping traffic and to generate its own customers
from surrounding areas.
The lease for the Company's headquarters office at 66 B Street, Needham,
Massachusetts, which began in November 1995, is for a period of ten years. The
lease provides for the Company to pay all occupancy costs associated with the
land and the 80,000 square foot building. Beginning in fiscal 1998, the Company
began subleasing excess office space as a result of its downsizing. As of
February 3, 2001, the Company has three subtenants who combined lease
approximately 43,000 of the 80,000 square feet. These leases are for various
terms ranging from five to seven years.
On November 13, 2000, the Company announced that it had entered into an option
agreement with the landlord of its corporate headquarters. The agreement
provides the landlord with the option, if exercised within 15 months from
November 2000 which was the date of the agreement, to terminate the Company's
lease for its corporate headquarters, which currently will expire on January 31,
2006. If such option is exercised by the landlord, then the Company will be
entitled to receive $8.9 million provided that certain conditions in connection
with vacating the leased property are met. If the option is exercised, the
Company would have seven months thereafter to vacate the premises. If the
Company failed to perform all the conditions of the option agreement, the
Company would forfeit its right up to the entire $8.9 million payment.
During fiscal 2001, the Company opened its own 60,000 square foot distribution
center located in Orlando, Florida. The Company has leased the property for five
years through August 14, 2005 at which time the Company has the option to extend
its lease for an additional five years. The lease also contains certain exit
rights, which would allow the Company to terminate the lease on August 14, 2002
with six months prior notice. Subsequent to fiscal year end, the Company also
entered into another lease agreement to lease an additional 16,000 square feet
of warehouse space in Orlando, Florida. The lease for the additional space
expires March 31, 2005 and also contains certain exit rights which would allow
the Company to terminate the lease on March 31, 2003 with three months prior
notice. The Company utilizes a 30,000 square foot third-party distribution
center in Mansfield, Massachusetts.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources - Capital Expenditures."
10
Item 3. Legal Proceedings
The Company is a party to litigation and claims arising in the course of its
business. Management does not expect the results of these actions to have a
material adverse effect on the Company's business or financial condition.
In May 1995, the Company purchased from Boston Trading Ltd., Inc. certain assets
including various trademarks and license agreements. The terms of the Asset
Purchase Agreement, which was dated April 25, 1995 (the "Purchase Agreement"),
included the Company delivering a $1 million promissory note ("Purchase Note")
for the balance of the purchase price. The principal amount of the Purchase Note
was stated to be payable in two equal annual installments through May 1997. In
the first quarter of fiscal 1997, the Company asserted certain indemnification
rights under the Purchase Agreement. In accordance with the terms of the
Purchase Agreement, the Company, when exercising its indemnification rights, had
the right, among other courses of action, to offset against the payment of
principal and interest due and payable under the Purchase Note. Accordingly, the
Company did not make the two $500,000 principal payments on the Purchase Note
that were due on May 2, 1996 and May 2, 1997. The Company paid all interest on
the original principal amount through May 2, 1996 and continued to pay interest
thereafter through January 31, 1998 on $500,000 of principal. In January 1998,
Atlantic Harbor, Inc. filed a lawsuit against the Company for failing to pay the
outstanding principal amount of the Purchase Note, which was issued to Boston
Trading Ltd., Inc. (d/b/a Atlantic Harbor, Inc.). In March 1998, the Company
filed a counterclaim against Atlantic Harbor, Inc. alleging that the Company
suffered damages in excess of $1 million because of the breach of certain
representations and warranties made by Atlantic Harbor, Inc. and its
stockholders concerning the existence and condition of certain foreign trademark
registrations and license agreements.
Subsequent to fiscal 2001, the Company has entered into a settlement agreement
with Atlantic Harbor, Inc. whereby the Company has agreed to pay cash of
$450,000 to Atlantic Harbor, Inc. as settlement for all obligations outstanding
under the Purchase Note. In exchange, the Company agreed to transfer and assign
all trademarks and license agreements acquired as part of the Purchase Agreement
to a new entity in which the Company would have a 15% equity interest, with
Atlantic Harbor, Inc. and its affiliates retaining the remaining interest. The
Company would also be entitled to receive up to an additional $150,000 from
existing license royalties over the next four years. At February 3, 2001, the
Company recorded a gain related to the settlement of this matter in the amount
of $550,000, which is included in "Provision for impairment of assets, store
closings and severance" on the Consolidated Statements of Operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
11
PART II.
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
The Company's common stock trades on the Nasdaq National Market tier of The
Nasdaq Stock Market under the symbol "DESI."
The following table sets forth, for the periods indicated, the high and low per
share closing sales prices for the common stock, as reported on the Nasdaq
consolidated reporting system.
Fiscal Year Ending
February 3, 2001 High Low
- --------------------------------------------------------------------------------
First Quarter $ 1.5000 $ 1.0938
Second Quarter 2.1250 1.1875
Third Quarter 2.5625 1.9375
Fourth Quarter 2.4688 2.0000
Fiscal Year Ending
January 29, 2000 High Low
- --------------------------------------------------------------------------------
First Quarter $ 2.7812 $ 1.8437
Second Quarter 2.5625 1.3750
Third Quarter 1.8125 1.1562
Fourth Quarter 1.7187 1.1875
As of April 20, 2001, based upon data provided by independent shareholder
communication services and the transfer agent for the common stock, there were
approximately 308 holders of record of common stock and approximately 3,200
beneficial holders of common stock.
The Company has not paid and does not anticipate paying cash dividends on its
common stock. For a description of financial covenants in the Company's loan
agreement that may restrict dividend payments, see Note C of Notes to
Consolidated Financial Statements.
12
Item 6. Selected Financial Data
Fiscal Years Ended (1)
February 3, January 29, January 30, January 31, February 1,
2001 2000 1999 1998 1997
(Fiscal 2001) (Fiscal 2000) (Fiscal 1999) (Fiscal 1998) (Fiscal 1997)
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
INCOME STATEMENT DATA:
Sales $ 194,530 $ 192,192 $ 201,634 $ 265,726 $ 289,593
Gross profit, net of occupancy costs 54,985 47,440(3) 42,249(4) 38,358(5) 86,229
Provision for impairment of assets,
store closing and severance 107 14,535(3) 15,729(4) 21,600(5) --
EBITDA (2) 12,671 (2,569) (20,659) (34,945) 20,293
Pre-tax income (loss) 5,488 (10,278)(3) (29,269)(4) (46,562)(5) 10,364
Net income (loss) 3,216 (12,493) (18,541) (29,063) 6,264
Earnings (loss) per share- basic $ 0.20 $ (0.78) $ (1.17) $ (1.86) $ 0.40
Earnings (loss) per share- diluted $ 0.20 $ (0.78) $ (1.17) $ (1.86) $ 0.40
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted average shares outstanding
For earnings per share- basic 16,015 16,088 15,810 15,649 15,755
Weighted average shares outstanding
For earnings per share -diluted 16,292 16,088 15,810 15,649 15,833
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEET DATA:
Working capital $ 16,306 $ 19,624 $ 24,078 $ 42,104 $ 72,320
Inventories 57,675 57,022 57,925 54,972 79,958
Property and equipment, net 18,577 16,737 17,788 35,307 39,216
Total assets 95,070 95,077 99,317 116,399 141,760
Shareholders' equity 49,825 52,269 63,956 82,380 111,045
OPERATING DATA:
Net sales per square foot $ 192 $ 190 $ 187 $ 220 $ 234
Number of stores open at fiscal year end 102 103 113 125 150
(1) The Company's fiscal year is a 52 or 53 week period ending on the Saturday
closest to January 31. The fiscal year ended February 3, 2001 covered 53
weeks.
(2) The Company defines EBITDA as Net Income before Taxes, Interest expense
net and Depreciation and amortization.
(3) Pre-tax loss for fiscal 2000 includes the $15.2 million charge taken in
the fourth quarter related to inventory markdowns, the abandonment of the
Company's Boston Traders(R) trademark, severance, and the closure of the
Company's five remaining Designs/BTC(TM) stores and its five Buffalo(R)
Jeans Factory stores. Of the $15.2 million charge, $7.8 million, or 4.1%
of sales, is reflected in gross margin. The pre-tax loss for fiscal 2000
also includes $717,000 of non-recurring income related to excess reserves
from the fiscal 1999 restructuring program.
(4) Pre-tax loss for fiscal 1999 includes the $13.4 million charge taken in
the third quarter related to closing 30 unprofitable stores. Also included
in the pre-tax loss for fiscal 1999 is the $5.2 million charge related to
the closing of one Designs store, three BTC(TM) stores and four Boston
Traders(R) outlet stores, all eight of which were closed in fiscal 2000.
Of the $5.2 million charge, $800,000, or 0.4% of sales, is reflected in
gross margin. In addition, the Company recognized $2.9 million in
restructuring income in the fourth quarter which was the result of
favorable lease negotiations associated with the original estimated $13.4
million charge.
(5) Pre-tax loss for fiscal 1998 includes the $20 million charge taken in the
second quarter related to the Company's strategy shift and the fourth
quarter charge of $1.6 million for the Company's reduction in work force.
Of the $20 million charge, $13.9 million, or 5.2% of sales, is reflected
in gross margin.
13
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following table provides a five-year history of the total sales results of
the Company, together with a summary of the number of stores in operation and
the change in the Company's comparable store sales. "Changes in comparable store
sales" measures the percentage change in sales in comparable stores, which are
those stores open for at least one full fiscal year.
FISCAL YEARS ENDED (1)
-----------------------------------------------------------------------------
Feb. 3, Jan. 29, Jan. 30, Jan. 31, Feb. 1,
2001 2000 1999 1998 1997
(Fiscal 2001) (Fiscal 2000) (Fiscal 1999) (Fiscal 1998) (Fiscal 1997)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Sales (In Thousands) $ 194,530 $ 192,192 $ 201,634 $ 265,726 $ 289,593
Number of stores in operation at end of the
fiscal year:
Store Type
Levi's(R) Outlet and Dockers(R) Outlet by Designs 102 103 95 59 58
Designs and BTC(TM) (2) -- -- 9 22 44
Buffalo Jeans(R) Factory Outlets(2) -- -- 5 -- --
Boston Trading Co.(R) (2) -- -- -- 11
Boston Traders(R) outlets(2) -- -- 4 12 27
Joint Venture:
Original Levi's Stores(TM)(2) -- -- -- 11 11
Levi's(R) Outlet stores (2) -- -- -- 11 10
Total stores 102 103 113 126 150
Comparable stores 92 87 80 112 142
-----------------------------------------------------------------------------
Changes in total sales 1% (5%) (24%) (8%) (4%)
Changes in comparable store sales (4%) (1%) (18%) (10%) (5%)
(1) The Company's fiscal year is a 52 or 53 week period ending on the Saturday
closest to January 31. The fiscal year ended February 3, 2001 covered 53
weeks. Comparable store sales for fiscal 2001 were based upon 52-week
comparisons.
(2) As part of store closing programs in fiscal 1998, 1999 and 2000, the
Company closed all of its non-profitable store concepts.
RESULTS OF OPERATIONS
SALES
Sales for fiscal 2001 were $194.5 million, an increase of 1.2% compared with
fiscal 2000 sales of $192.2 million. There were 53 weeks in fiscal 2001 and 52
weeks in fiscal years 2000 and 1999. The increase in sales in fiscal 2001, as
compared to fiscal 2000, was due to an additional week of sales of approximately
$2 million and sales from new and remodeled stores offset slightly by a
comparable store sale decrease of 3.8% from the prior year. Sales for fiscal
2000 decreased 4.7% compared with fiscal 1999 sales of $201.6 million.. The
decrease in sales in fiscal 2000 as compared to fiscal 1999 was due to an 1%
decrease in comparable store sales and 23 store closings in fiscal 2000 and 37
store closings in fiscal 1999. This decrease was partially offset by sales from
new stores of $32.6 million.
Comparable store sales decreases in both fiscal 2001 and fiscal 2000 were due
primarily to lower sales in men's Levi's(R) brand jeans and tops resulting from
limited availability and reduced demand for Levi's(R) brand products. These
sales decreases were partially offset by increased sales of women's Levi's(R)
brand jeans and men's and women's Dockers(R) brand apparel.
The Company has worked closely with Levi Strauss & Co. to make wider assortments
of its brand offerings available to the Company throughout the upcoming year. As
a result of these efforts, the Company believes that its comparative sales
performance should improve in the second half of fiscal 2002 since many of the
merchandising initiatives developed in conjunction with Levi Strauss & Co. are
scheduled for the Fall and Holiday selling seasons. However, the Company expects
that quarterly comparisons will likely be unfavorable during the first half of
fiscal 2002 because the comparison will be against prior-year sales and margins
which benefited from significant price reductions on inventories for which
reserves were established at the end of fiscal 2000. In addition, sales in the
first quarter of fiscal 2002 have been significantly impacted in all of the
Company's retail locations due to the liquidation of Bugle Boy, a 300-store
retail chain selling similar categories of casual apparel. Therefore, in the
first quarter of fiscal 2002 we expect comparable store sales to reflect
declines approximating in the mid-teens.
14
GROSS MARGIN
Gross margin, which includes occupancy costs, was 28.3% for fiscal 2001 as
compared with 24.7% in fiscal 2000. The improved gross margin was primarily due
to a substantial markdown reserve recorded in fiscal 2000 of $7.8 million, which
was not recurring in fiscal 2001. In addition, through favorable lease
negotiations with several existing landlords, the Company has reduced its
occupancy costs as a percentage of sales by 0.3 percentage points. These
favorable improvements in gross margin are partially offset by a slight
deterioration in initial margins due to increasing costs on merchandise
purchases. During fiscal 2001, in an effort by the Company to provide full
merchandise assortments, the Company's average cost of merchandise purchased
increased while retail selling prices remained constant. Merchandise margins in
fiscal 2000 included a LIFO benefit of approximately $558,000.
Gross margin in fiscal 2000 was 24.7% as compared with 20.9% in fiscal 1999. The
improved margin in fiscal 2000 as compared to fiscal 1999 was due to the shift
in the Company's store portfolio away from lower margin specialty, generally
mall-based stores, towards the traditionally higher margin outlet store
operations and a benefit of approximately $558,000 from LIFO. Included in gross
margin for fiscal 2000 is approximately $7.8 million for markdowns related to
reserves established for aged and excess outlet store inventory and liquidation
markdowns associated with the ten stores closed in the fourth quarter of fiscal
2000, discussed below under "Restructuring - Fiscal 2000." Based on the recent
changes in the Company and its shift to an exclusively outlet business, the
Company changed its current markdown strategy in the fourth quarter of fiscal
2000 in an effort to improve inventory turnover and significantly reduce the
amount of aged merchandise on hand. Included in gross margin for fiscal 1999 is
approximately $800,000 of markdowns related to store closings in fiscal 1999,
discussed below under "Restructuring Fiscal 1999."
In fiscal 2002, the Company anticipates that the average cost of merchandise
should continue to increase which may negatively impact gross margin, after
considering anticipated favorable improvements in shrinkage and reduced freight
expense.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses as a percentage of sales were 21.7%
or $42.2 million in fiscal 2001, 22.6% or $43.4 million in fiscal 2000 and 23.8%
or $48.0 million in fiscal 1999. The steady decrease in selling, general and
administrative expenses as a percentage of sales over the past three years is a
result of a series of expense reduction actions undertaken over the past three
years that are still ongoing. Expenses in prior years which have been reduced or
are not recurring include the Company's proxy expenses, expenses reimbursed to
Jewelcor Management, Inc., costs related to the termination of the Company's
Shareholder Rights Agreement, and other costs associated with the
change-in-control.
IMPAIRMENT OF ASSETS
The Company accounts for long-lived assets in accordance with Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets To Be Disposed Of." The Company
reviews its long-lived assets for events or changes in circumstances that
indicate the carrying amount of the assets may not be recoverable. The Company
assesses the recoverability of the assets by determining whether the carrying
value of such assets over the remaining lives can be recovered through projected
undiscounted future cash flows. The amount of impairment, if any, is measured
based on projected discounted future cash flows using a discount rate reflecting
the Company's average cost of funds. At February 3, 2001, the Company recorded
an impairment charge of $837,000 for the write-down of fixed assets. The
impairment charge related to stores whose expected cash flows from operations
are not expected to exceed their net book value prior to the expiration of their
expected lease term. In fiscal 2000, the Company had recorded an impairment
charge of $611,000 for the write-down of fixed assets which was included as part
of the $15.2 million non-recurring charge recorded in the fourth quarter of
fiscal 2000. See "Restructuring - Fiscal 2000" below. No such impairment charge
was recorded in fiscal 1999. These charges are reflected in Provision for
impairment of assets, store closings and severance on the Consolidated
Statements of Operations for fiscal 2001 and 2000.
15
RESTRUCTURING
Fiscal 2000
During the fourth quarter of fiscal 2000, the Company recorded a pre-tax charge
of $15.2 million, or $0.59 per share after tax, related to inventory markdowns,
the abandonment of the Company's Boston Traders(R) and related trademarks,
severance, and the closure of the Company's five Buffalo Jeans(R) Factory Stores
and its five remaining Designs stores. Of the $15.2 million charge, $7.8 million
relating to inventory markdowns was reflected in gross margin in fiscal 2000.
This pre-tax charge of $15.2 million included cash costs of approximately $3.6
million related to lease terminations and corporate and store severance, and
approximately $11.6 million of non-cash costs related to inventory markdowns and
the impairment of trademarks and store assets. At February 3, 2001, the
remaining reserve balance related to this $15.2 million charge was $852,000,
which primarily related to landlord settlements and remaining severance
payments.
As a result of the above charges recorded, the Company recorded a net operating
loss for fiscal 2000. Because of an additional year of net operating losses, the
Company recorded a further write-down of tax assets of $6.0 million or $0.37 per
share after tax attributable to the potential that certain deferred federal and
state tax assets may not be realizable.
After the recording of these restructuring charges, all operating assets related
to businesses other than the remaining Levi's(R)/Dockers(R) Outlet stores had
been written off leaving only the operations and related assets of its retail
outlet and factory stores which sell exclusively product made by or for Levi
Strauss & Co.
Based on management's review of the Company's Levi's(R) and Dockers(R) Outlet by
Designs stores at the end of fiscal 2001, no additional store closing reserves
were needed at February 3, 2001.
Fiscal 1999
During the third quarter of fiscal 1999, the Company announced its plans to
close, through lease terminations and expirations, 14 unprofitable Designs
stores, eight unprofitable Boston Trading Co.(R)/BTC(TM) stores and eight
Original Levi's Stores(TM) operated by the the Designs/OLS Partnership. This
store closing strategy resulted in the Company recording a pre-tax charge of
$13.4 million. The total cost to close these stores was $10.5 million, which is
$2.9 million less than the original charge, primarily due to favorable landlord
negotiations on lease termination payments. As a result, the Company recognized
pre-tax income of $2.9 million in the fourth quarter of fiscal 1999. Total cash
costs were $4.2 million related to lease terminations, employee severance and
other related expenses. The remainder of the $10.5 million charge consists of
non-cash costs of approximately $6.3 million in store fixed asset write-offs.
All of these stores were closed by the end of fiscal 1999.
In the fourth quarter of fiscal 1999, the Company recorded a pre-tax charge of
$5.2 million, or $0.20 per share after tax, related to the decision to close
three BTC(TM) mall stores, one Designs mall store, and four Boston Traders(R)
Outlet stores and to further reduce corporate headcount. The pre-tax charge
included cash costs of approximately $2.8 million related to lease terminations
and corporate severance and other related expenses. The total cost of severance
and store closings was $717,000 less than the original charge due to favorable
landlord negotiations on lease termination payments. As a result, the Company
recognized income of $717,000 or $0.03 earnings per share after tax in the
fourth quarter of fiscal 2000.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense for fiscal year 2001 decreased to $5.4
million from $6.5 million in fiscal 2000 and $9.7 million in 1999, primarily due
to the aging of the Company's older stores and stores closed in fiscal 2000
offset slightly by depreciation for new and remodeled stores. "See Liquidity and
Capital Resources -Capital Expenditures."
INTEREST EXPENSE, NET
Net interest expense for fiscal 2001 was $1.8 million compared to $1.2 million
in fiscal 2000 and $576,000 in fiscal 1999. This increase, as compared to fiscal
2000, is primarily a result of higher average borrowing levels and increased
interest rates under the Company's credit facility as compared to the prior
year. Similarly, the increase in interest expense in fiscal 2000 as compared
with fiscal 1999, was due to higher average borrowings and increased interest
rates. See "Liquidity and Capital Resources."
16
INCOME TAX PROVISION/(BENEFITS)
The effective tax rate for fiscal 2001 was 41.4% as compared with an effective
rate of 21.6% in fiscal 2000. The effective tax rate for fiscal 2000 included an
increase to the Company's valuation allowance of $6.0 million which was
attributable to the potential that certain federal and state tax assets may not
be realized.
Realization of the Company's deferred tax assets, which relate principally to
net operating loss carryforwards which expire 2017 through 2019, is dependent on
generating sufficient taxable income during the carryforward period.
Accordingly, the valuation allowance at February 3, 2001 is primarily
attributable to the potential that certain deferred federal and state tax assets
will not be realizable. Although realization is not assured, management believes
it is more likely than not that all of the remaining deferred tax assets will be
realized. In reaching this determination, management considered the Company's
historical performance, noting that the losses in fiscal 1998, 1999 and 2000
which generated the net operating loss carryforwards described above were
principally the result of charges incurred to exit unprofitable businesses and
that the Company's core business of selling Levi Strauss branded apparel in
outlet stores has been consistently profitable. Assuming future operating
results consistent with fiscal 2001, the Company could expect to realize its
deferred tax assets in the next 6 to 7 years; however, management projections of
future results, which are based, in part, on results from new stores expected to
open over the next two to three years, anticipate increases in profitability
which are expected to result in realization of the deferred tax assets over the
next three years. As a result, no additional charge to the valuation allowance
was deemed necessary at February 3, 2001. The amount of the deferred tax assets
considered realizable could be reduced in the near term if projections of future
taxable income during the carryforward period are reduced.
At February 3, 2001, the Company has net operating loss carryforwards of
$33,997,000 for federal income tax purposes and $75,035,000 for state income tax
purposes, which are available to offset future taxable income through fiscal
year 2019. Additionally, the Company has alternative minimum tax credit
carryforwards of $1,138,000, which are available to reduce further income taxes
over an indefinite period.
During the first quarter of fiscal year 1999, the Internal Revenue Service
("IRS") completed an examination of the Company's federal income tax returns for
fiscal years 1992 through 1996. Taxes on the adjustments proposed by the IRS,
excluding interest, amount to approximately $4.9 million. The IRS has challenged
the fiscal tax years in which various income and expense deductions were
recognized, resulting in potential timing differences of previously paid federal
income taxes. The Company appealed these proposed adjustments through the IRS
appeals process. The Company and the IRS have reached a preliminary settlement,
which the Company believes will result in final cash payments of approximately
$1.9 million as compared to the original assessment of $4.9 million. In the
opinion of management, adequate provisions have been made for all related income
taxes and interest.
NET INCOME (LOSS)
The Company reported net income of $3.2 million or $0.20 per diluted share for
fiscal 2001 as compared to a net loss of $(12.5) million or $(0.78) per diluted
share for fiscal 2000 and a net loss of $(18.5) million or $(1.17) per diluted
share in fiscal 1999. Fiscal 2000 and fiscal 1999 included non-recurring
restructuring charges of $15.2 million and $18.6 million, respectively. Fiscal
2000 also included the write-down of certain tax assets in the amount of $6.0
million. See "Restructuring" for further discussion.
SEASONALITY
----------------------------------------------------------------------------
FISCAL 2001 FISCAL 2000 FISCAL 1999
- -------------------------------------------------------------------------------------------------
(SALES DOLLARS IN THOUSANDS)
First quarter $ 39,379 20.2% $ 39,835 20.7% $ 43,400 21.5%
Second quarter 45,693 23.5% 42,907 22.3% 47,078 23.4%
Third quarter 56,587 29.1% 56,703 29.5% 58,714 29.1%
Fourth quarter 52,871 27.2% 52,747 27.5% 52,442 26.0%
----------------------------------------------------------------------------
$194,530 100.0% $192,192 100.0% $201,634 100.0%
A comparison of sales in each quarter of the past three fiscal years is
presented above. The amounts shown are not necessarily indicative of actual
trends, since such amounts also reflect the addition of new stores and the
remodeling and closing of others during these periods. Historically, the Company
has experienced seasonal fluctuations in revenues and income, exclusive of
17
non-recurring charges, with increases occurring during the Company's third and
fourth quarters as a result of "Fall" and "Holiday" seasons. A comparison of
quarterly sales, gross profit, net income (loss) per share for the past two
fiscal years is presented in Note M of Notes to Consolidated Financial
Statements.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash needs are for operating expenses, including cash
outlays associated with inventory purchases and capital expenditures for new and
remodeled stores. The Company expects that cash flow from operations, short-term
revolving borrowings and trade credit will enable it to finance its current
working capital, remodeling and expansion requirements.
The following table sets forth financial data regarding the Company's liquidity
position at the end of the past three fiscal years:
FISCAL YEARS
---------------------------------
2001 2000 1999
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
Cash provided by operations $ 9,025 $ 863 $ 1,936
Working capital 16,306 19,624 24,078
Current ratio 1.4:1 1.5:1 1.7:1
The Company has financed its working capital requirements, store remodel and
expansion program, and stock repurchase programs with cash flow from operations,
borrowings under the Company's credit facility, and proceeds from common stock
offerings. Cash provided by operating activities was $9.0 million, $863,000, and
$1.9 million in fiscal 2001, 2000 and 1999, respectively. The favorable cash
flow from operations in fiscal 2001 is due to the Company's return to
profitability and the utilization of net operating loss carryforwards to reduce
its tax liabilities. During fiscal 2001, the Company used its $9.0 million of
cash flow from operations to finance its store expansion and remodel programs in
addition to other capital requirements in the amount of $7.2 million and the
Company's repurchase of its Common Stock in the amount of $6.6 million.
Therefore, the Company's net borrowing position increased to $24.3 million
compared to a net borrowing position of $22.2 million at January 29, 2000.
In addition to the Company's cash flow from operations, its other primary source
of working capital is its Credit Agreement with Fleet Retail Finance, Inc. This
agreement, which was amended most recently on December 7, 2000, provides a
revolving line of credit of up to $45 million and the ability to issue
documentary and standby letters of credit up to $10 million. The Credit
Agreement, which expires on November 30, 2003, was amended to reduce the
borrowing costs and tie future interest costs to excess borrowing availability,
eliminate all existing financial performance covenants and adopt a minimum
availability covenant, increase the amount that can potentially be borrowed by
increasing the advance rate formula to 68% of the Company's eligible inventory,
provide the Company the ability to enter into stock buyback programs and reduce
the total commitment from $50 million to $45 million. The Company's obligation
under the Credit Agreement continues to be secured by a lien on all of its
assets. The Company is subject to a prepayment penalty for the first two years
of the extended facility.
At February 3, 2001, the Company had borrowings of approximately $23.9 million
outstanding under this credit facility and had five outstanding standby letters
of credit totaling approximately $3.8 million. Average borrowings outstanding
under this credit facility for fiscal year 2001 were approximately $18.3
million. In fiscal 2001, the average unused availability under this credit
facility was approximately $15.0 million. This access to working capital was
further enhanced by the re-negotiation of the credit facility through the
increasing of the advance rate on eligible borrowings, the reduction of
outstanding letters of credit by approximately $1 million and the benefit of
entering into collateralized-based letters of credit for merchandise if needed.
The Company's favorable cash flow from operations in fiscal 1999 was principally
due to an income tax refund of $12.9 million resulting from tax carrybacks
related to fiscal 1998 operating losses.
Inventory
At February 3, 2001, total inventories increased 1.2% to $57.7 million from
$57.0 million at January 29, 2000. This increase was mainly due to the change in
the inventory markdown reserve from January 29, 2000. Inventory at January 29,
2000 included a markdown reserve of $3.5 million. This remaining reserve was
part of the $15.2 million charge recorded by the Company in the fourth quarter
of fiscal 2000, see discussion "Restructuring - Fiscal 2000."
18
The Company continues to evaluate and, within the discretion of management, act
upon opportunities to purchase substantial quantities of Levi's(R) and
Dockers(R) brand products for its Levi's(R) Outlet and Dockers(R) Outlet stores.
Stock Repurchase Programs
During the second and third quarters of fiscal 2000, the Company repurchased
863,000 shares of its Common Stock at an aggregate cost of $1,861,000 under a
Stock Repurchase Program that was approved by the Company's Board of Directors
in June 2000.
On December 28, 2000, the Company purchased 1.8 million shares at $2.50 through
a "Dutch Auction" tender offer. Under the terms of the offer, the Company
invited its shareholders to tender their shares to the Company at prices
specified by the tendering shareholders not in excess of $3.00 nor less than
$2.20 per share, in ten-cent ($0.10) increments. The Company selected the lowest
single per-share purchase price that would allow it to buy 1.5 million shares,
or up to an additional 1.0 million shares at the Company's option.
These shares were purchased in the open market and were recorded by the Company
as treasury stock and are reflected as a reduction in stockholders' equity.
Litigation
At February 3, 2000, the Company had a $1 million promissory note which was
payable to Atlantic Harbor, Inc. in conjunction with the Company's acquisition
of certain assets from Boston Trading Ltd., Inc. ("Boston Trading") in May 1995.
In the first quarter of fiscal 1997, the Company asserted certain
indemnification rights. Accordingly, the Company did not make the two $500,000
payments of principal on the promissory note which were due on May 2, 1996 and
May 2, 1997. In January 1998, Atlantic Harbor, Inc. filed a lawsuit against the
Company for failing to pay the outstanding principal amount of the promissory
note, and in March 1998, the Company filed a counterclaim against Atlantic
Harbor, Inc. alleging that the Company suffered damaged in excess of $1 million
because of the breach of certain representations and warranties made by Atlantic
Harbor, Inc. and its stockholders concerning the existence and condition of
certain foreign trademark registrations and license agreements. In March 2001,
the Company has entered into a settlement agreement with Atlantic Harbor, Inc.
whereby the Company has agreed to pay cash of $450,000 to Atlantic Harbor, Inc.
as settlement for all obligations under the outstanding promissory note. In
exchange, the Company agreed to transfer and assign all trademarks and license
agreements acquired as part of the original purchase agreement to a new entity
in which the Company would have a 15% equity interest, with Atlantic Harbor, Inc
and its affiliates retaining the remaining interest. In addition, the Company
would also be entitled to receive up to an additional $150,000 from existing
license royalties over the next four years. At February 3, 2001, the Company
recorded a gain on the settlement of this matter in the amount of $550,000,
which is included in "Provision for impairment of assets, store closing and
severance" on the Consolidated Statement of Operations. See "Item 3. Legal
Proceedings" for more discussion.
CAPITAL EXPENDITURES
The following table sets forth the stores opened, remodeled and closed and the
capital expenditures incurred for the fiscal years presented:
2001 2000 1999(1)
- --------------------------------------------------------------------------------
New Stores:
Levi's(R)/Dockers(R)
Outlets 6 10 --
Dockers(R) Outlets -- 2 --
Remodeled Stores:
Remodeled Levi's(R) Outlet
By Designs 9 6 --
-------------------------------------------------
Total new and remodeled 15 18 --
-------------------------------------------------
Total closed stores 4 23 37
-------------------------------------------------
Capital expenditures (000's) $5,823 $6,006 --
-------------------------------------------------
(1) Excludes 16 Dockers(R) Outlet stores and 9 Levi's(R) Outlet stores
acquired by the Company on September 30, 1998.
19
During fiscal 2001, the Company received approximately $2.9 million in landlord
allowances against the total store capital expenditures of $5.8 million. The
Company incurred capital expenditures of $1.4 million in fiscal 2001 related to
miscellaneous leasehold improvements at the Company's corporate headquarters,
technology expenditures and other store capital.
The Company's present plans for expansion in fiscal 2002, barring unforeseen
circumstances, includes opening up to 5 new stores and remodeling or relocating
up to 11 existing Levi's(R) Outlet by Designs stores. As previously announced,
Levi Strauss & Co. has given the Company approval to open an additional
Levi's(R)/Dockers(R) Outlet by Designs stores in Puerto Rico in fiscal 2001. The
capital expenditures related to these 5 new stores and the remodeled or
relocated stores are expected, barring unforeseen circumstances, to total
approximately $3.2 million. This amount is net of committed landlord allowances
that the Company will receive during fiscal 2002. The estimated cost to remodel
or build a new Levi's(R)/Dockers(R) Outlet store is approximately $30-$35 per
square foot.
RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issued SFAS No.137, "Accounting for
Derivative Instruments and Hedging Activities- Deferral of the Effective Date of
FASB Statement No. 133," in July 1999 making SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133
requires companies to record derivatives on the balance sheet as assets or
liabilities, measured at their fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge accounting. The
adoption of SFAS No. 133 will not have a significant effect on the Company's
results of operations or financial position.
EFFECTS OF INFLATION
Although the Company's operations are influenced by general economic trends, the
Company does not believe that inflation has had a material effect on the results
of its operations in the last three fiscal years.
Risks and Uncertainties
The Annual Report on Form 10-K, including the foregoing discussion of results of
operations, liquidity, capital resources and capital expenditures, contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements are statements other than historical
information or statements of current conditions. Some forward-looking statements
may be identified by use of terms such as "believe," "anticipate," "intends," or
"expects." These forward-looking statements in this Annual Report on Form 10-K
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved. Numerous factors
could cause the Company's actual results to differ materially from such
forward-looking statements. The Company encourages readers to refer to the
Company's Current Report on Form 8-K, previously filed with the Securities and
Exchange Commission on April 28, 2000, which identifies certain risks and
uncertainties that may have an impact on future earnings and the direction of
the Company. The Company undertakes no obligation to release publicly the
results of any future revisions it may make to forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, the financial position and results of
operations of the Company are routinely subject to a variety of risks, including
market risk associated with interest rate movements on borrowings. The Company
regularly assesses these risks and has established policies and business
practices to protect against the adverse effect of these and other potential
exposures. The Company utilizes cash from operations and a revolving credit
facility to fund its working capital needs. The Company's revolving credit
facility is not used for trading or speculative purposes. In addition, the
Company has available letters of credit as sources of financing for its working
capital requirements. Borrowings under this credit agreement, which expires in
November 2003, bear interest at variable rates based on FleetBoston, N.A.'s
prime rate or the London Interbank Offering Rate ("LIBOR"). These interest rates
at February 3, 2001 were 9.0% for prime and included various LIBOR contracts
with interest rates ranging from 7.573% to 7.805%. Based upon sensitivity
analysis as of February 3, 2001, a 10% increase in interest rates would result
in a potential loss to future earnings of approximately $165,000.
20
Item 8. Financial Statements and Supplementary Data
DESIGNS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Management's Responsibility for Financial Reporting 22
Report of Independent Auditors 23
Independent Auditors' Report 24
Report of Independent Public Accountants 25
Consolidated Financial Statements:
Consolidated Balance Sheets at February 3, 2001
and January 29, 2000 26
Consolidated Statements of Operations for the Fiscal Years Ended
February 3, 2001, January 29, 2000 and January 30, 1999 27
Consolidated Statements of Changes in Stockholders'
Equity for the Fiscal Years Ended February 3, 2001,
January 29, 2000 and January 30, 1999 28
Consolidated Statements of Cash Flows for the Fiscal Years
Ended February 3, 2001, January 29, 2000 and January 30, 1999 29
Notes to Consolidated Financial Statements 30
21
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The integrity and objectivity of the financial statements and the related
financial information in this report are the responsibility of the management of
the Company. The financial statements have been prepared in conformity with
generally accepted accounting principles and include, where necessary, the best
estimates and judgments of management.
The Company maintains a system of internal accounting control designed to
provide reasonable assurance, at appropriate cost, that assets are safeguarded,
transactions are executed in accordance with management's authorization and the
accounting records provide a reliable basis for the preparation of the financial
statements. The system of internal accounting control is regularly reviewed by
management and improved and modified as necessary in response to changing
business conditions.
The Audit Committee of the Board of Directors, consisting solely of outside
directors, meets periodically with management and the Company's independent
auditors to review matters relating to the Company's financial reporting, the
adequacy of internal accounting control and the scope and results of audit work.
The independent auditors have free access to the Audit Committee.
Ernst & Young LLP, independent auditors, have been engaged to examine the
financial statements of the Company for the fiscal year ended February 3, 2001.
The Report of Independent Auditors expresses an opinion as to the fair
presentation of the financial statements in accordance with generally accepted
accounting principles and is based on an audit conducted in accordance with
auditing standards generally accepted in the United States.
/s/ DAVID A. LEVIN /s/ DENNIS R. HERNREICH
David A. Levin Dennis R. Hernreich
President and Chief Executive Officer Senior Vice President,
Chief Financial Officer
& Treasurer
22
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of Designs, Inc:
We have audited the accompanying consolidated balance sheet of Designs, Inc. as
of February 3, 2001 and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the year then ended. Our
audit also included the financial statement schedule for the year ended February
3, 2001 listed in the Index at Item 14 (a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on the financial statements and schedule based on our
audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Designs, Inc. as
of February 3, 2001, and the consolidated results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
Boston, Massachusetts
March 26, 2001 /s/ ERNST & YOUNG LLP
23
Independent Auditors' Report
To the Board of Directors and Stockholders of Designs, Inc:
We have audited the accompanying consolidated balance sheet of Designs, Inc. as
of January 29, 2000 and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the year then ended. Our
audit also included the financial statement schedule for the year ended January
29, 2000 listing in the Index as Item 14 (a)(2). These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements and
financial statement schedule based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the consolidated financial position of Designs, Inc. as of January 29,
2000, and the consolidated results of its operations and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America. Also, in our opinion, such financial statement
schedule for the year ended January 29, 2000, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects, the information set forth therein.
Boston, Massachusetts
April 11, 2000 /s/ DELOITTE & TOUCHE LLP
24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Designs, Inc:
We have audited the accompanying consolidated statements of operations, changes
in stockholders' equity and cash flows of Designs, Inc. and subsidiaries for the
year ended January 30, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and the cash flows
of Designs, Inc. and subsidiaries for the year ended January 30, 1999 in
conformity with accounting principles generally accepted in the United States.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The schedule listed in Item 14(a)(2) is presented
for purposes of complying with the Securities and Exchange Commission rules and
is not part of the basic financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
Boston, Massachusetts
March 16, 1999 /s/ ARTHUR ANDERSEN LLP
25
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
February 3, 2001 and January 29, 2000
February 3, 2001 January 29, 2000
(Fiscal 2001) (Fiscal 2000)
------------------------------------------
(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents $ -- $ --
Restricted investment -- 2,365
Accounts receivable 18 83
Inventories 57,675 57,022
Deferred income taxes 765 1,920
Prepaid expenses 3,093 1,042
---------------------------------------
Total current assets 61,551 62,432
Property and equipment, net of
accumulated depreciation and amortization 18,577 16,737
Other assets:
Deferred income taxes 14,347 15,215
Other assets 595 693
---------------------------------------
Total assets $ 95,070 $ 95,077
=======================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,280 $ 6,801
Accrued expenses and other current liabilities 10,809 7,730
Accrued rent 2,376 2,253
Reserve for severance and store closings 852 3,228
Payable to affiliate 583 594
Notes payable 24,345 22,202
---------------------------------------
Total current liabilities 45,245 42,808
---------------------------------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares
authorized, none issued -- --
Common stock, $0.01 par value, 50,000,000 shares authorized,
17,488,000 and 16,690,490 shares issued at
February 3, 2001 and January 29, 2000, respectively 175 167
Additional paid-in capital 55,697 54,571
Retained earnings (deficit) 2,577 (639)
Treasury stock at cost, 3,035,000 and 286,650 shares at
February 3, 2001 and January 29, 2000, respectively (8,427) (1,830)
Note receivable from officer (197) --
---------------------------------------
Total stockholders' equity 49,825 52,269
---------------------------------------
Total liabilities and stockholders' equity $ 95,070 $ 95,077
=======================================
The accompanying notes are an integral part
of the consolidated financial statements.
26
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
For the fiscal years ended February 3, 2001,
January 29, 2000, and January 30, 1999
Fiscal Fiscal Fiscal
2001 2000 1999
(53 weeks) (52 weeks) (52 weeks)
-------------------------------------
(In thousands, except share data)
Sales $ 194,530 $ 192,192 $ 201,634
Cost of goods sold including occupancy 139,545 144,752 159,385
-------------------------------------
Gross profit 54,985 47,440 42,249
Expenses:
Selling, general and administrative 42,207 43,401 47,979
Provision for impairment of assets, store closings and severance 107 6,608 14,929
Depreciation and amortization 5,373 6,502 9,727
-------------------------------------
Total expenses 47,687 56,511 72,635
-------------------------------------
Operating income (loss) 7,298 (9,071) (30,386)
Interest expense, net 1,810 1,207 576
Income (loss) before minority interest and income taxes 5,488 (10,278) (30,962)
Less minority interest -- -- (1,693)
-------------------------------------
Income (loss) before income taxes 5,488 (10,278) (29,269)
Provision (benefit) for income taxes 2,272 2,215 (10,728)
-------------------------------------
Net income (loss) $ 3,216 $ (12,493) $ (18,541)
=====================================
Net income (loss) per share - basic and diluted $0.20 $(0.78) $(1.17)
Weighted-average number of common shares outstanding:
Basic 16,015 16,088 15,810
Diluted 16,292 16,088 15,810
The accompanying notes are an integral part
of the consolidated financial statements.
27
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
For the fiscal years ending February 3, 2001,
January 29, 2000 and January 30, 1999
Additional
Common Stock Treasury Stock Paid-in
Shares Amounts Shares Amounts Capital
----------------------------- ----------------------- ------------
(In thousands)
Balance at January 31, 1998 16,012 $ 160 (281) $ (1,827) $ 53,652
Issuance of Common Stock:
Board of Directors compensation 50 1 78
Restricted stock award to associates 116 1 178
Vesting of restricted stock award
Restricted stock cancelled (5) (3) -
Net loss
------------------------------------------------------------------------
Balance at January 30, 1999 16,178 $ 162 (286) $ (1,830) $ 53,908
------------------------------------------------------------------------
Issuance of Common Stock:
Board of Directors compensation 157 2 256
Vesting of restricted stock award
Issuance of shares to related party 355 3 407
Net loss
------------------------------------------------------------------------
Balance at January 29, 2000 16,690 $ 167 (286) $ (1,830) $ 54,571
------------------------------------------------------------------------
Issuance of Common Stock:
Exercises under option program 38 82
Board of Directors compensation 119 1 186
Issuance of shares to related party 386 4 520
Repurchase of common stock (2,621) (6,314)
Restricted stock cancelled (23) (53) 1
Exercise of options and repurchase of shares
from director 105 1 (105) (230) 132
Sale of stock to officer 150 2 195
Income tax benefit from stock option exercised 10
Net income
------------------------------------------------------------------------
Balance at February 3, 2001 17,488 $ 175 (3,035) $ (8,427) $ 55,697
========================================================================
Note Retained
Deferred Receivable Earnings
Compensation from Officer (Deficit) Total
-------------- -------------- ----------- ---------
(In thousands)
Balance at January 31, 1998 $ -- $ -- $ 30,395 $ 82,380
Issuance of Common Stock:
Board of Directors compensation 79
Restricted stock award to associates (178) 1
Vesting of restricted stock award 38 38
Restricted stock cancelled 2 (1)
Net loss (18,541) (18,541)
----------------------------------------------------------
Balance at January 30, 1999 $ (138) $ -- $ 11,854 $ 63,956
----------------------------------------------------------
Issuance of Common Stock:
Board of Directors compensation 258
Vesting of restricted stock award 138 138
Issuance of shares to related party 410
Net loss (12,493) (12,493)
----------------------------------------------------------
Balance at January 29, 2000 $ -- $ -- $ (639) $ 52,269
----------------------------------------------------------
Issuance of Common Stock:
Exercises under option program 82
Board of Directors compensation 187
Issuance of shares to related party 524
Repurchase of common stock (6,314)
Restricted stock cancelled (52)
Exercise of options and repurchase of shares
from director (97)
Sale of stock to officer (197) --
Income tax benefit from stock option exercised 10
Net income 3,216 3,216
----------------------------------------------------------
Balance at February 3, 2001 $ -- $ (197) $ 2,577 $ 49,825
==========================================================
The accompanying notes are an integral part
of the consolidated financial statements.
28
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
For the fiscal years ending February 3, 2001,
January 29, 2000 and January 30, 1999
Fiscal Fiscal Fiscal
2001 2000 1999
-----------------------------------
(In thousands)
Cash flows from operating activities:
Net income (loss) $ 3,216 $ (12,493) $ (18,541)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 5,373 6,503 9,727
Deferred income taxes 2,023 (4,323) (10,213)
Minority interest -- -- (1,693)
Loss (gain) from disposal of property and equipment 145 (75) 161
Vesting of restricted stock, net of cancellations -- 138 38
Issuances of common stock to Board of Directors 187 258 78
Issuance of common stock to related party 524 410 --
Changes in operating assets and liabilities, net of acquisition of business:
Accounts receivable 65 95 (761)
Inventories (653) (6,944) (712)
Prepaid expenses (2,051) (131) 104
(Increase) reduction in other assets (98) 2,368 (739)
Income taxes -- -- 12,469
Accounts payable (521) (1,915) (105)
Reserve for severance, store closings and impairment charges (2,376) 14,844 11,206
Accrued expenses, other current liabilities and payable to affiliate 3,068 1,890 (269)
Accrued rent 123 238 1,186
--------- --------- ---------
Net cash provided by operating activities 9,025 863 1,936
--------- --------- ---------
Cash flows from investing activities:
Additions to property and equipment (7,219) (7,136) (510)
Payment for acquisition of a business -- -- (9,737)
Proceeds from disposal of property and equipment 57 108 102
Termination (establishment) of investment trust 2,365 (2,365) --
--------- --------- ---------
Net cash used for investing activities (4,797) (9,393) (10,145)
--------- --------- ---------
Cash flows from financing activities:
Net borrowings under credit facility 2,143 8,377 3,997
Proceeds from minority equityholder of joint venture -- -- 2,892
Repurchase of common stock (6,597) -- --
Issuances of common stock under Option Program (1) 226 -- --
--------- --------- ---------
Net cash provided by (used for) financing activities (4,228) 8,377 6,889
--------- --------- ---------
Net decrease in cash and cash equivalents -- (153) (1,320)
Cash and cash equivalents:
Beginning of the year -- 153 1,473
--------- --------- ---------
End of the year $ -- $ -- $ 153
========= ========= =========
(1) Net of related tax benefit.
The accompanying notes are an integral part
of the consolidated financial statements.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Line of Business
Designs, Inc. (the "Company") is engaged in the retail sales of clothing and
accessories. Levi Strauss & Co. is the most significant vendor of the Company,
representing substantially all of the Company's merchandise purchases, with the
remainder of its purchases being with licensees of Levi Strauss & Co. brand
products. Designs, Inc. operates a chain of outlet stores located in the eastern
part of the United States and Puerto Rico.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and
its subsidiaries and affiliates. All intercompany accounts, transactions and
profits are eliminated.
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent
liabilities as of the date of the financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ
from estimates.
Fiscal Year
The Company's fiscal year is a 52- or 53-week period ending on the Saturday
closest to January 31. Fiscal years 2001, 2000 and 1999 ended on February 3,
2001, January 29, 2000 and January 30, 1999, respectively. Fiscal 2001 was a
53-week period, and fiscal years 2000 and 1999 were 52-week periods.
Revenue Recognition
Revenue is recorded upon purchase of merchandise by customers. In connection
with gift certificates, a deferred revenue amount is established upon purchase
of the certificate by the customer and revenue is recognized upon redemption and
purchase of merchandise.
Cash and Cash Equivalents
Short-term investments, which have a maturity of ninety days or less when
acquired, are considered cash equivalents. The carrying value approximates fair
value.
Restricted Investment
In fiscal 2000, the Company had a $2.3 million restricted investment which
represented a trust established for the purpose of securing pre-existing
obligations of the Company to certain executives under their respective
employment agreements. These funds were being held in a trust to pay the amounts
that might become due under their employment agreements and also to pay any
amounts that might become due to them pursuant to their indemnification
agreements and the Company's by-laws. In the first quarter of fiscal 2001 the
trust was terminated, and accordingly, the funds were no longer restricted.
Inventories
All merchandise inventories were valued at the lower of cost or market using the
retail method on the last-in, first-out ("LIFO") basis. If all inventory had
been valued on the FIFO basis, inventory at February 3, 2001 and January 29,
2000 would have been approximately $57,675,000 and $57,381,000, respectively.
The benefit for LIFO was $350,000, , $558,000, and $795,000 in fiscal 2001, 2000
and 1999, respectively. The benefit in fiscal 2001 was offset by a provision for
a lower of cost or market adjustment to merchandise inventories of $350,000.
30
Property and Equipment
Property and equipment are stated at cost. Major additions and improvements are
capitalized while repairs and maintenance are charged to expense as incurred.
Upon retirement or other disposition, the cost and related depreciation of the
assets are removed from the accounts and the resulting gain or loss is reflected
in income. Depreciation is computed on the straight-line method over the assets'
estimated useful lives as follows:
Motor vehicles Five years
Store furnishings Five to ten years
Equipment Five to eight years
Leasehold improvements Lesser of useful lives or related lease life
Software Three to five years
Pre-opening Costs
In accordance with Statement of Position 98-5, "Reporting on the Costs of
Start-Up Activities," the Company expenses all pre-opening costs for its stores
as incurred.
Advertising Costs
Advertising costs, which are included in selling, general and administrative
expenses, are expensed when incurred. Advertising expense was $931,000,
$1,034,000 and $1,225,000 for fiscal 2001, 2000 and 1999, respectively.
Minority Interest
The minority interest reflected on the Consolidated Statements of Operations for
fiscal 1999, represented LDJV Inc.'s 30% interest in The Designs/OLS Partnership
(the "OLS Partnership"), a joint venture between Designs JV Corp., a
wholly-owned subsidiary of the Company, and LDJV Inc., a wholly-owned subsidiary
of Levi's Only Stores, Inc. ("LOS"), which is a wholly-owned subsidiary of Levi
Strauss & Co. This partnership was dissolved in the fourth quarter of fiscal
1999.
Net Income (Loss) Per Share
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
128"), requires the computation of basic and diluted earnings per share. Basic
earnings per share is computed by dividing net income by the weighted-average
number of shares of common stock outstanding during the year. Diluted earnings
per share is determined by giving effect to the exercise of stock options using
the treasury stock method.
Fiscal Years Ended
February 3, 2001 January 29, 2000 January 30, 1999
--------------------------------------------------------
(in thousands)
Basic weighted-average common shares
outstanding 16,015 16,088 15,810
Stock options, excluding anti-dilutive
options of 114 shares and 80 shares
for January 29, 2000 and January 30, 1999,
respectively 277 -- --
------ ------ ------
Diluted weighted-average shares outstanding 16,292 16,088 15,810
------ ------ ------
Options to purchase shares of the Company's Common Stock of 283,350, 320,700 and
1,876,350 for fiscal 2001, 2000 and 1999, respectively, were outstanding during
the respective periods but were not included in the computation of diluted EPS
because the exercise price of the options was greater than the average market
price of the Common Stock for the period reported. These options, which expire
between June 9, 2002 and November 27, 2010, have exercise prices ranging from
$2.00 to $17.75 in fiscal 2001 and 2000 and $4.44 to $21.50 in fiscal 1999.
Impairment of Long-Lived Assets
The Company accounts for long-lived assets in accordance with Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." The Company
reviews its long-lived assets for events or changes in circumstances that might
indicate the carrying amount of the assets may not be recoverable. The Company
assesses the recoverability of the assets by determining whether the carrying
value of such assets
31
over the remaining lives can be recovered through projected undiscounted future
cash flows. The amount of impairment, if any, is measured based on projected
discounted future cash flows using a discount rate reflecting the Company's
average cost of funds. At February 3, 2001, the Company recorded an impairment
charge of $837,000 for the write-down of fixed assets. The impairment charge
related to stores whose expected cash flows from operations are not expected to
exceed their net book value prior to the expiration of their expected lease
term. In fiscal 2000, the Company had recorded an impairment charge of $611,000
for the write-down of fixed assets which was included as part of the $15.2
million non-recurring charge recorded in the fourth quarter of fiscal 2000. For
further discussion, see Note J. The impairment charge of $611,000 was related to
eight stores which the Company acquired from LOS in October 1998. It was not
until the end of fiscal 2000 that the Company had a full year of operating
results for these stores on which to make an assessment regarding their future
profitability and the realizability of their assets. No impairment charge was
recorded in fiscal 1999.
Derivative Instruments and Hedging
The Financial Accounting Standards Board issued SFAS No.137, "Accounting for
Derivative Instruments and Hedging Activities- Deferral of the Effective Date of
FASB Statement No. 133," in July 1999 making SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133
requires companies to record derivatives on the balance sheet as assets or
liabilities, measured at their fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge accounting. The
adoption of SFAS No. 133 will not have a significant effect on the Company's
results of operations or financial position.
B. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at the dates indicated:
February 3, January 29,
2001 2000
----------------------------
(in thousands)
Motor vehicles $ 46 $ 46
Store furnishings 17,869 16,073
Equipment 6,429 5,899
Leasehold improvements 19,323 16,929
Purchased software 5,931 5,291
Reserve on impaired assets (875) (611)
Construction in progress 528 44
----------------------------
49,251 43,671
Less accumulated depreciation 30,674 26,934
----------------------------
Total property and equipment $ 18,577 $ 16,737
----------------------------
Depreciation expense for fiscal 2001, 2000 and 1999 was $5,177,000, $5,949,000
and $9,210,000, respectively.
C. DEBT OBLIGATIONS
Credit Agreement with Fleet Retail Finance, Inc.
On June 4, 1998, the Company entered into an Amended and Restated Loan and
Security Agreement with BankBoston Retail Finance, Inc. (now known as Fleet
Retail Finance, Inc.) (as amended, the "Credit Agreement") which provided for a
revolving line of credit of up to $50 million. Under this Credit Agreement, the
Company had the ability to cause the lenders to issue documentary and standby
letters of credit up to $5 million. At the option of the Company, borrowings
under this facility bear interest at FleetBoston, N.A.'s (formerly known as
BankBoston, N.A.) prime rate or at LIBOR-based fixed rates. These interest rates
at February 3, 2001 were 9.00% for prime with rates on varying LIBOR contracts
of 7.57% to 7.81%. The Credit Agreement contained certain covenants and events
of default customary for credit facilities of this nature, including change of
control provisions and limitations on payment of dividends by the Company. The
fair value of amounts outstanding under this credit facility approximate the
carrying value at February 3, 2001.
32
The Credit Agreement was amended on July 17, 2000 to, among other things,
exclude the stock repurchase program, which was approved by the Company's Board
of Directors on June 26, 2000, from the Company's financial covenants. In
addition, the Credit Agreement was amended to allow for the Company to provide
an interest bearing loan to its Chief Executive Officer which has a maturity
date which extends beyond the 90 days allowed under the Credit Agreement. For
further discussion, see Note G.
On December 7, 2000, the Company amended and restated its existing credit
facility with Fleet Retail Finance Inc. (the "Second Credit Agreement"). The
Second Credit Agreement, among other things, provided for an extension of the
credit facility to November 30, 2003, reduced the borrowing costs and tied
future interest costs to excess borrowing availability, eliminated all existing
financial performance covenants and adopted a minimum availability covenant,
increased the amount that can potentially be borrowed by increasing the advance
rate formula to 68% from 60% of the Company's eligible inventory, provided the
Company the ability to enter into further stock buyback programs and reduced the
total commitment from $50 million to $45 million. Under the Second Credit
Facility, the Company is also able to issue documentary and standby letters of
credit up to $10 million. The Company's obligation under the Second Credit
Agreement continues to be secured by a lien on all of its assets. The Company is
subject to a prepayment penalty for the first two years of the extended
facility. The Second Credit Agreement continues to include certain covenants and
events of default customary for credit facilities of this nature, including
change of control provisions and limitations on payment of dividends by the
Company.
At February 3, 2001, the Company had borrowings of approximately $23.9 million
outstanding under this credit facility and had five outstanding standby letters
of credit totaling approximately $3.8 million. Average borrowings outstanding
under this credit facility for fiscal year 2001 were approximately $18.3
million. The Company had average unused excess availability under this credit
facility of approximately $15.0 million in fiscal 2001. The unused availability
under this credit facility was $9.3 million at February 3, 2001.
Promissory Note with Boston Trading, Ltd., Inc.
On May 2, 1995, the Company delivered a non-negotiable promissory note in the
principal amount of $1,000,000 (the "Purchase Note") in connection with the
acquisition of certain assets of Boston Trading Ltd., Inc. ("Boston Trading") in
accordance with the terms of an Asset Purchase Agreement dated April 21, 1995
among Boston Trading, its stockholders, Designs Acquisition Corp., and the
Company (the "Purchase Agreement"). The principal amount of the Purchase Note
was stated to be payable in two equal annual installments through May 1997. The
note bore interest at the published prime rate, payable semi-annually from the
date of acquisition.
In the first quarter of fiscal 1997, the Company asserted certain
indemnification rights under the Purchase Agreement. In accordance with the
Purchase Agreement, the Company, when exercising its indemnification rights, has
the right, among other courses of action, to offset against the payment of
principal and interest due under the Purchase Note. Accordingly, the Company did
not make the two $500,000 payments of principal on the Purchase Note that were
due on May 2, 1996 and May 2, 1997. The Company paid interest on the original
principal amount of the Purchase Note through May 2, 1996 and continued to pay
interest thereafter through January 31, 1998 on $500,000 of principal. In
January 1998, Atlantic Harbor, Inc. filed a lawsuit against the Company for
failing to pay the outstanding principal amount of the Purchase Note. In March
1998, the Company filed a counterclaim against Atlantic Harbor, Inc. alleging
that the Company suffered damaged in excess of $1 million because of the breach
of certain representations and warranties made by Atlantic Harbor, Inc. and its
stockholders concerning the existence and condition of certain foreign trademark
registrations and license agreements.
Subsequent to fiscal 2001 year end, the Company has entered into a settlement
agreement with Atlantic Harbor, Inc. whereby the Company has agreed to pay cash
of $450,000 to Atlantic Harbor, Inc. as settlement for all obligations under the
outstanding Purchase Note. In exchange, the Company agreed to transfer and
assign all trademarks and license agreements acquired as part of the Asset
Purchase Agreement to a new entity in which the Company would have a 15% equity
interest, with Atlantic Harbor, Inc and its affiliates retaining the remaining
equity interest. In addition, the Company would also be entitled to receive up
to an additional $150,000 from existing license royalties over the next four
years. At February 3, 2001, the Company recorded a gain on settlement of this
dispute in the amount of $550,000, which is included in "Provision for
impairment of assets, store closing and severance" on the Consolidated
Statements of Operations for fiscal 2001.
33
The Company paid interest and fees on all the above described debt obligations
totaling $2,112,000, $1,558,000 and $1,062,000 for fiscal 2001, 2000 and 1999,
respectively.
D. INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under
SFAS 109, deferred tax assets and liabilities are recognized based on temporary
differences between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. SFAS 109 requires current recognition of
net deferred tax assets to the extent that it is more likely than not that such
net assets will be realized. To the extent that the Company believes that its
net deferred tax assets will not be realized, a valuation allowance must be
recorded against those assets.
As of February 3, 2001, the Company has net operating loss carryforwards of
$33,997,000 for federal income tax purposes and $75,035,000 for state income tax
purposes, which are available to offset future taxable income through fiscal
year 2019. Additionally, the Company has alternative minimum tax credit
carryforwards of $1,138,000, which are available to reduce further income taxes
over an indefinite period.
The components of the net deferred tax assets as of February 3, 2001 and January
29, 2000 are as follows:
February 3, January 29,
2001 2000
------------------------
Deferred tax assets - current:
Inventory reserves $ 765 $ 1,792
LIFO reserve -- 128
------------------------
Net deferred tax assets - current $ 765 $ 1,920
------------------------
Deferred tax assets - noncurrent:
Excess of book over tax
depreciation/amortization $ 3,275 $ 2,684
Restructuring reserve 408 1,281
Net operating loss carryforward 15,760 16,346
Alternative minimum tax credit carryforward 1,138 1,138
------------------------
Subtotal 20,582 21,449
Valuation allowance (6,234) (6,234)
------------------------
Total deferred tax assets, net - noncurrent $ 14,347 $ 15,215
------------------------
As a result of restructuring and other non-recurring charges recorded in fiscal
2000, the Company recorded a write-down of tax assets in fiscal 2000 of $6.0
million attributable to the potential that certain deferred federal and state
tax assets may not be realizable.
Realization of the Company's deferred tax assets, which relate principally to
net operating loss carryforwards which expire 2017 through 2019, is dependent on
generating sufficient taxable income during the carryforward period.
Accordingly, the valuation allowance at February 3, 2001 is primarily
attributable to the potential that certain deferred federal and state tax assets
will not be realizable. Although realization is not assured, management believes
it is more likely than not that all of the remaining deferred tax assets will be
realized. In reaching this determination, management considered the Company's
historical performance, noting that the losses in fiscal 1998, 1999 and 2000
which generated the net operating loss carryforwards described above were
principally the result of charges incurred to exit unprofitable businesses and
that the Company's core business of selling Levi Strauss branded apparel in
outlet stores has been consistently profitable. Assuming future operating
results consistent with fiscal 2001, the Company could expect to realize its
deferred tax assets in the next 6 to 7 years; however, management projections of
future results, which are based, in part, on results from new stores expected to
open over the next two to three years, anticipate increases in profitability
which are expected to result in realization of the deferred tax assets over the
next three years. As a result, no additional charge to the valuation allowance
was deemed necessary at February 3, 2001.
34
The amount of the deferred tax assets considered realizable could be reduced in
the near term if projections of future taxable income during the carryforward
period are reduced.
The provision (benefit) for income taxes consists of the following:
FISCAL YEARS ENDED
February 3, January 29, January 30,
2001 2000 1999
-------------------------------------------
(in thousands)
Current:
Federal $ -- $ -- $ --
State 249 508 364
-------------------------------------------
249 508 364
-------------------------------------------
Deferred:
Federal 362 439 (10,006)
State 1,661 1,268 (1,086)
-------------------------------------------
2,023 1,707 (11,092)
-------------------------------------------
Total provision (benefit) $ 2,272 $ 2,215 $ (10,728)
-------------------------------------------
The following is a reconciliation between the statutory and effective income tax
rates:
FISCAL YEARS ENDED
February 3, January 29, January 30,
2001 2000 1999
----------------------------------------
Statutory federal income tax rate 34.0% (34.0%) (35.0%)
State income and other taxes, net of federal tax benefit 6.5 (1.6) (4.4)
Permanent items 0.9 0.2 --
Change in valuation allowance -- 55.4 1.9
Expiration of capital loss carryforward -- 1.6 --
----------------------------------------
Effective tax rate 41.4% 21.6% (37.5%)
----------------------------------------
The Company received income tax refunds of $75,000 and $12,984,000 for fiscal
years 2000 and 1999, respectively, and the Company paid income taxes of $184,000
during fiscal year 2001. These figures represent the net of payments and
receipts.
During the first quarter of fiscal year 1999, the Internal Revenue Service
("IRS") completed an examination of the Company's federal income tax returns for
fiscal years 1992 through 1996. Taxes on the adjustments proposed by the IRS,
excluding interest, amount to approximately $4.9 million. The IRS has challenged
the fiscal tax years in which various income and expense deductions were
recognized, resulting in potential timing differences of previously paid federal
income taxes. The Company appealed these proposed adjustments through the IRS
appeals process. The Company and the IRS have reached a preliminary settlement,
which the Company believes will result in final cash payments of approximately
$1.9 million as compared to the original assessment of $4.9 million. In the
opinion of management, adequate provisions have been made for all related income
taxes and interest.
E. COMMITMENTS AND CONTINGENCIES
At February 3, 2001, the Company was obligated under operating leases covering
store and office space, automobiles and certain equipment for future minimum
rentals as follows:
TOTAL
FISCAL (In Thousands)
2002 $16,831
2003 14,924
2004 15,292
2005 12,894
2006 8,572
Thereafter 21,251
-------
$89,764
-------
35
The Company signed a lease for its corporate headquarters in Needham,
Massachusetts, during fiscal 1996. The term of the lease is for ten years ending
in November 2005. The lease provides for the Company to pay all related costs
associated with the land and headquarters building. The Company entered into a
lease agreement effective April 1, 1998 to sublease approximately 15,000 square
feet to a sublessee for a term of five to eight years. The Company also entered
into a second lease agreement effective July 1, 1998 to sublease 15,300 square
feet to a sublessee for a term of five to seven years. During fiscal 2001, the
Company subleased an additional 3,300 square feet to the same organization on a
month to month basis. The Company entered into a third lease agreement effective
September 1, 2001 to sublease 9,500 square feet for a term of five years. Under
the lease for the corporate headquarters, a portion of the sublease income, net
of the Company's rental cost and certain apportioned common area maintenance
charges, is due back to the landlord when more than 30,000 square feet of the
office space becomes subleased. At February 3, 2001, the Company had sub-leased
approximately 43,000 of the 80,000 square feet of its corporate offices. The
Company's commitment under this lease is reduced by the expected future rental
income to be received from the Company's three sublessees, net of the sublease
income due back to the landlord. The Company expects to receive approximately
$1.0 million in fiscal 2002, $1.0 million in fiscal 2003, $477,000 in fiscal
2004, $228,000 in fiscal 2005 and $209,000 in fiscal 2006 in rental income under
these sublease agreements.
On November 13, 2000, the Company announced that it had entered into an option
agreement with the landlord of its corporate headquarters. The agreement
provides the landlord with the option, if exercised within 15 months from
November 2000 which was the date of the agreement, to terminate the Company's
lease for its corporate headquarters, which currently will expire on January 31,
2006. If such option is exercised by the landlord, then the Company will be
entitled to receive $8.9 million provided that certain conditions in connection
with vacating the leased property are met. If the option is exercised, the
Company would have seven months thereafter to vacate the premises. If the
Company failed to perform all the conditions of the option agreement, the
Company would forfeit its right up to the entire $8.9 million payment.
As of February 3, 2001, the Company had approximately $2.2 million in
unamortized leasehold improvements relating to its corporate headquarters.
During fiscal 2001, the Company entered into a lease for its 60,000 square foot
distribution center located in Orlando, Florida. Effective August 15, 2000, the
lease has a term of five years ending August 14, 2005, at which time the Company
has the option to extend its lease for an additional five years. Subsequent to
fiscal 2001 year end, the Company also entered into another lease agreement to
lease an additional 16,000 square feet of warehouse space also located in
Orlando, Florida. The lease for the additional space expires March 31, 2005. The
Company also utilizes a 30,000 square foot third party distribution center in
Mansfield, Massachusetts.
In addition to future minimum rental payments, many of the store leases include
provisions for common area maintenance, mall charges, escalation clauses and
additional rents based on a percentage of store sales above designated levels.
Amounts charged to operations for the above occupancy costs, automobile and
leased equipment expense were $22,250,000, $22,571,000 and $30,480,000 in fiscal
2001, 2000 and 1999, respectively. Of these amounts charged to operations,
$75,000, $23,000 and $173,000 represent payments based upon a percentage of
adjusted gross sales as provided in the lease agreement for fiscal 2001, 2000
and 1999, respectively.
The Company remains principally liable on three leases which were assigned to
Levi's Only Stores, Inc., a wholly-owned subsidiary of Levi Strauss & Co., in
connection with the sale of the Company's Original Levi's(R) Store(TM) located
in Minneapolis, Minnesota, and the two Dockers(R) Shops located in Minneapolis,
Minnesota, and Cambridge, Massachusetts. The store leases in Minneapolis and
Cambridge expire in January 2003 and January 2002, respectively.
In fiscal 2000, the Company entered into severance agreements with three of its
previous executives. Under the terms of the agreements, the Company is committed
to pay severance to each executive for a two-year period. One of the three
severance agreements requires the Company to maintain a letter of credit equal
to the outstanding severance liability. At February 3, 2001, the Company has an
outstanding liability related to these agreements of $617,000. The balance of
the letter of credit outstanding at February 3, 2001 is $236,000.
36
The Company is also subject to various legal proceedings and claims that arise
in the ordinary course of business. Management believes that the resolution of
these matters will not have an adverse impact on the results of operations or
the financial position of the Company.
F.STOCK OPTIONS
On April 3, 1992, the Board of Directors adopted the 1992 Stock Incentive Plan
(the "1992 Plan"), which became effective on June 9, 1992 when it was approved
by the stockholders of the Company. Under the original 1992 Plan, up to
1,850,000 shares of Common Stock may be issued pursuant to "incentive stock
options" (as defined in Section 422 of the Internal Revenue Code of 1986, as
amended), options which are not "incentive stock options," conditioned stock
awards, unrestricted stock awards and performance share awards. The 1992 Plan is
administered by the Compensation Committee, all of the members of which are
non-employee directors. The Compensation Committee makes all determinations with
respect to amounts and conditions covering awards under the 1992 Plan. No
incentive stock options may be granted under the 1992 Plan after April 2, 2002.
Options have never been granted at a price less than fair value on the date of
the grant. Options granted to employees, executives and directors typically vest
over five, three and three years, respectively, with the exception of the
premium priced options issued to the executives which vest over a five-year
period. Options granted under the 1992 Plan expire ten years from the date of
grant. The 1992 Plan terminates when all shares issuable thereunder have been
issued.
By written consent dated as of April 28, 1997, the Board of Directors authorized
an increase in the number of shares issuable under the 1992 Plan to 2,430,000
shares. In addition, the Board of Directors authorized an increase in the number
of shares that may be granted during any fiscal year to any individual
participant from 75,000 to 270,000 shares, but only if all such stock options
have a per share exercise price not less than 200% of fair market value of one
share of Common Stock on the date of grant. Furthermore, they authorized the
elimination of certain provisions of the 1992 Plan that are no longer required
by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The
stockholders approved this increase and the other amendments to the 1992 Plan at
the Annual Meeting of Stockholders held on June 10, 1997.
On May 19, 2000, the Board of Directors approved an amendment to the 1992 Plan
to increase the number of shares authorized for issuance from 2,430,000 shares
to 4,430,000 shares and to extend the date of termination of the 1992 Plan from
April 2, 2002 to April 2, 2007. This amendment was subsequently approved by the
Company's stockholders at the Annual Meeting of Stockholders on June 26, 2000.
A summary of shares subject to the 1992 Plan:
FISCAL YEAR
----------------------------------
2001 2000 1999
- --------------------------------------------------------------------------------
Outstanding at
beginning of year 501,075 2,103,225 2,041,749
Options granted 886,352 261,106 304,478
Options canceled 354,225 1,625,600 191,649
Options exercised 181,352 237,656 51,353
----------------------------------
Outstanding at end of year 851,850 501,075 2,103,225
----------------------------------
Options exercisable at
end of year 246,105 396,075 1,272,615
Common shares reserved
for future grants at
end of year 3,077,389 1,624,266 259,772
Weighted-average exercise price per option:
Outstanding at beginning of year $ 6.68 $ 10.94 $ 12.02
Granted during the year 1.40 1.60 0.97
Canceled during the year 5.41 12.15 9.09
Exercised during the year 1.54 1.10 1.66
Outstanding at end of year $ 2.87 $ 6.68 $ 10.94
37
The following table summarizes information about stock options outstanding under
the 1992 Plan at February 3, 2001:
Options Outstanding Options Exercisable
- ------------------------------------------------------------------------ --------------------------------
Remaining Weighted Weighted
Range of Number Contractual Average Number Average
Exercise Prices Outstanding Life Exercise Price Exercisable Exercise Price
- --------------- ----------- ----------- -------------- ----------- --------------
$0.66 to $2.15 663,250 9.0 years $ 1.3468 95,505 $ 1.4107
2.16 to 4.30 38,000 9.7 years 2.3997 -- --
4.31 to 6.45 22,000 5.2 years 4.4375 22,000 4.4375
6.46 to 8.60 50,000 3.3 years 7.8063 50,000 7.8063
8.61 to 10.75 25,000 2.3 years 9.0000 25,000 9.0000
10.76 to 12.90 30,600 0.7 years 11.1700 30,600 11.1700
12.91 to 17.20 -- -- -- -- --
17.21 to 19.75 23,000 1.6 years 17.7500 23,000 17.7500
-------------- ------- -------
$0.66 to $17.75 851,850 246,105
------- -------
On October 28, 1999, the Company entered into a consulting agreement with
Jewelcor Management, Inc.("JMI"), currently a beneficial holder of approximately
18.4% of the Common Stock of the Company, to assist in developing and
implementing a strategic plan for the Company and other related consulting
services as may be agreed upon between the Company and JMI. As compensation for
these services, JMI was given the right to receive a non-qualified stock option
exercisable for up to 400,000 shares of the Company's Common Stock. These
options, which will expire on April 30, 2002 if not exercised, were granted as
compensation for consulting services to be performed over the six-month term of
the agreement, which commenced October 28, 1999. These 400,000 options, which
were fully vested and exercisable, were issued outside of the 1992 Plan at an
exercise price of $1.16 per share equal to the market price of the Common Stock
on the date of grant. The fair market value of these options, which was
determined by an independent third party using a growth model, was $63,560. See
Note G for a full discussion of the Company's consulting agreements with JMI.
During the fourth quarter of fiscal 2000, stock options covering an aggregate of
90,000 shares of Common Stock were issued outside of the 1992 Plan to three
non-employee directors as part of their consulting agreements with the Company.
These options have exercise prices between $1.16 and $1.44 and are fully vested
and exercisable. Of the 90,000 options issued, 60,000 remain outstanding at
February 3, 2001. See Note G for further discussion.
The Company applies APB Opinion No. 25 and related Interpretations in accounting
for its plans. FASB Statement No. 123, "Accounting for Stock-Based Compensation"
("SFAS 123"), and requires the Company to elect either expense recognition under
SFAS 123 or its disclosure-only alternative for stock-based employee
compensation. The Company has elected the disclosure-only alternative and,
accordingly, no compensation cost has been recognized. The Company has disclosed
the pro forma net income or loss and per share amounts using the fair value
based method. Had compensation costs for the Company's grants for stock-based
compensation been determined consistent with SFAS 123, the Company's net income
(loss) and income (loss) per share would have been as indicated below :
FISCAL YEARS ENDED
------------------------------------------------------------
(In Thousands, Except per Share Amounts) February 3, 2001 January 29, 2000 January 30, 1999
------------------------------------------------------------
Net income (loss) - as reported $ 3,216 $ (12,493) $ (18,541)
Net income (loss) - pro-forma 3,109 (12,614) (18,782)
Income (loss) per share- basic and diluted as reported $ (0.20) $ (0.78) $ (1.17)
Income (loss) per share- basic and diluted pro-forma (0.19) (0.78) (1.19)
The effects of applying SFAS 123 in this pro-forma disclosure are not likely to
be representative of the effects on reported net income for future years. SFAS
123 does not apply to awards prior to 1995 and additional awards are
anticipated.
38
The fair value of each option grant is estimated on the date of grant using the
Black Scholes option-pricing model with the following weighted-average
assumptions used for grants in fiscal 2001, 2000 and 1999: expected volatility
of 91.7% in fiscal 2001, 93.7% in fiscal 2000 and 92.8% in fiscal 1999;
risk-free interest rate of 4.8%, 6.6% and 5.0% in fiscal 2001, 2000 and 1999,
respectively; and expected lives of 4.5 years. No dividend rate was used for
fiscal 2001, 2000 and 1999. The weighted- average fair value of options as well
as restricted stock granted in fiscal 2001, 2000 and 1999 was $1.22, $1.60 and
$0.97, respectively.
Stock Repurchase Programs
During the second and third quarters of fiscal 2001, the Company repurchased
863,000 shares of its Common Stock at an aggregate cost of $1,861,000 under a
Stock Repurchase Program that was approved by the Company's Board of Directors
in June 2000.
The Company utilized two brokerage firms in connection with the repurchase of
the 863,000 shares. Sterling Financial Investment Group, Inc. ("Sterling
Financial"), one of the firms used, is owned by a family relation of Seymour
Holtzman, the Chairman of the Company's Board of Directors. The Company
negotiated a commission of $0.03 per share with each brokerage firm for trades
executed as part of the Company's stock repurchase program. The Company paid
Sterling Financial total commissions of $20,940 for trades they executed as part
of the Company's stock repurchase program.
On December 28, 2000, the Company purchased approximately 1.8 million shares at
$2.50 through a "Dutch Auction" tender offer. Under the terms of the offer, the
Company invited its shareholders to tender their shares to the Company at prices
specified by the tendering shareholders not in excess of $3.00 nor less than
$2.20 per share, in ten-cent ($0.10) increments. The Company selected the lowest
single per-share purchase price that allowed it to buy 1.5 million shares, or up
to an additional 1.0 million shares at the Company's option.
These shares were purchased in the open market and were recorded by the Company
as treasury stock and are reflected as a reduction in stockholders' equity.
Treasury shares also include restricted shares of the Company which were
forfeited by associates.
G. RELATED PARTIES
Jewelcor Management, Inc.
On October 28, 1999, the Company entered into a consulting agreement with
Jewelcor Management, Inc. ("JMI") to assist in developing and implementing a
strategic plan for the Company and for other related consulting services as may
be agreed upon between JMI and the Company. Seymour Holtzman, who became the
Company's Chairman of the Board on April 11, 2000, is beneficial holder of
approximately 18.4% of the Common Stock of the Company (principally held by
JMI). He is also the President and Chief Executive Officer, and indirectly, with
his wife, the shareholder of JMI. As compensation for these services, JMI was
given the right to receive a non-qualified stock option to purchase up to
400,000 shares of the Company's Common Stock, exercisable at the closing price
of the Common Stock on October 28, 1999. JMI was also entitled to certain
additional compensation in respect of its services under the consulting
agreement, which was paid to JMI in shares of Common Stock in lieu of cash. The
total value of the compensation paid to JMI under this agreement consisted of
(i) a stock option to purchase 400,000 shares of the Company's Common Stock,
which was valued by an independent third party, using a growth model, at $63,560
and (ii) the issuance of 203,489 shares of the Company's Common Stock, which had
an aggregate market value of $240,000, totaling compensation paid of $347,560.
On June 26, 2000, the Company extended its consulting arrangement with JMI for
an additional one-year period commencing on April 29, 2000 and ending on April
29, 2001. As payment for services rendered under this extended agreement, the
Company issued to JMI 182,857 non-forfeitable and fully vested shares of the
Company's Common Stock. The fair value of those shares on June 26, 2000, the
date of issuance, was $240,000 or $1.3125 per share. The agreement also includes
a significant disincentive for non-performance, which would require JMI to pay
to the Company a penalty equal to 150% of any unearned consulting services.
39
In fiscal 2000, the Company also reimbursed JMI in the amount of $400,000, which
was paid in shares of the Company's Common Stock, for expenses incurred by JMI
in connection with the 2000 proxy solicitation. Based on the closing price of
the stock on October 29, 1999, JMI received 346,021 shares of the Company's
Common Stock.
Arrangements with Other Directors
In fiscal 2000, the Company also entered into three consulting agreements with
three of its other Board members: John J. Schultz, Robert L. Patron and George
T. Porter, Jr.
On October 28, 1999, the Company engaged John J. Schultz, under a consulting
agreement, to act as President and Chief Executive Officer of the Company on an
interim basis and to assist in the search for a permanent President and Chief
Executive Officer. Mr. Schultz was paid a rate of $2,000 per day, payable at his
election in cash or in shares of Common Stock, plus reimbursement of reasonable
out-of-pocket expenses. Mr. Schultz was paid $63,179 and $83,311 as compensation
and reimbursement of related expenses during fiscal 2001 and 2000, respectively.
As part of his compensation, Mr. Schultz was also granted stock options
exercisable for up to 95,000 shares of the Company's Common Stock. The per share
exercise price of these options was the closing price of the Common Stock on the
date of grant. On January 12, 2001, Mr. Schultz resigned as a Director of the
Company. In conjunction with his resignation, Mr. Schultz exercised 105,000
options and sold the shares issued upon exercise back to the Company. Such
options related to his services as a board member in addition to his consulting
agreement. The Company paid Mr. Schultz $97,032, which represented the spread
between the closing price of the Company's Common Stock on January 12, 2001 of
$2.1875 per share and the exercise price of the various options. The Company
holds these 105,000 repurchased shares as treasury stock at February 3, 2001.
On November 19, 1999, the Company entered into a consulting agreement with
Business Ventures International, Inc., a company affiliated with Robert Patron,
a member of the Company's Board, to advise the Company with regard to real
estate matters. As compensation for these services, Mr. Patron is paid a rate of
$2,000 per day, payable at his election in cash or in shares of Common Stock,
plus reimbursement of reasonable out-of-pocket expenses. Mr. Patron was paid
$35,362 and $14,000 as compensation and reimbursement of related expenses for
fiscal 2001 and 2000, respectively. As part of his compensation, Mr. Patron was
also granted stock options exercisable for up to 30,000 shares of the Company's
Common Stock. The per share exercise price of these options was the closing
price of shares of Common Stock on the date of grant.
On February 8, 2000, the Company retained Mr. Porter as a consultant to advise
the Company with regard to merchandising strategies and operations. As
compensation for these services, Mr. Porter is paid a rate of $2,000 per day,
payable at his election in cash or in shares of Common Stock, plus reimbursement
of reasonable out-of-pocket expenses. Mr. Porter was paid $13,661 and $7,373 as
compensation and reimbursement of related expenses for fiscal 2001 and 2000,
respectively. As part of his compensation, Mr. Porter was also granted stock
options exercisable for up to 30,000 shares of the Company's Common Stock. The
per share exercise price of these options was the closing price of shares of
Common Stock on the date of grant.
On June 26, 2000, the Company extended a loan to David A. Levin, its President
and Chief Executive Officer, in the amount of $196,875 in order for Mr. Levin to
acquire from the Company 150,000 newly issued shares of the Company's Common
Stock at the closing price of the Common Stock on that day. The Company and Mr.
Levin entered into a secured promissory note, whereby Mr. Levin agrees to pay to
the Company the principal sum of $196,875 plus interest due and payable on June
26, 2003. The promissory note bears interest at a rate of 6.53% per annum and is
secured by the 150,000 acquired shares of the Company's Common Stock.
I. EMPLOYEE BENEFIT PLANS
The Company has a defined contribution 401(k) plan that covers all eligible
employees who have completed one year of service. Under this plan, the Company
may provide matching contributions up to a stipulated percentage of employee
contributions. The expenses of the plan are fully funded by the Company; and the
matching contribution, if any, is established each year by the Board of
Directors. For fiscal 2001, the matching contribution by the Company was set at
50% of contributions by eligible employees up to a maximum of 6% of salary. The
Company recognized $159,000, $141,000 and $241,000 of expense under this plan in
fiscal 2001, 2000 and 1999, respectively.
40
J. RESTRUCTURING
Fiscal 2000
During the fourth quarter of fiscal 2000, the Company recorded a pre-tax charge
of $15.2 million related to inventory markdowns, the abandonment of the
Company's Boston Traders(R) and related trademarks, severance, the closure of
the Company's five Buffalo Jeans (R) Factory Stores and its five remaining
Designs stores. All of these stores were closed and all employees were severed
by the end of fiscal 2000. Of the $15.2 million charge, $7.8 million, which
relates to markdowns, is reflected as a reduction in gross margin for fiscal
2000. This pre-tax charge of $15.2 million included cash costs of approximately
$3.6 million related to lease terminations and corporate and store severance,
and approximately $11.6 million of non-cash costs related to inventory markdowns
and the impairment of trademarks and store assets. In addition, the Company also
recorded a write-down of tax assets of $6.0 million attributable to the
potential that certain deferred federal and state tax assets may not be
realizable.
At February 3, 2001, the remaining reserve balance related to these charges was
$852,000, which primarily related to severance payments still due to the
Company's previous executives. The total cost of store closings and severance
was $182,000 less than the original charge due to favorable lease negotiations
on lease termination payments. As a result, the Company recognized income of
$182,000 in the fourth quarter of fiscal 2001 which is reflected in the
Provision for impairment of assets, store closings and severance on the
Consolidated Statement of Operations for fiscal 2001.
Fiscal 1999
During the third quarter of fiscal 1999, the Company announced its plans to
close, through lease terminations and expirations, 14 unprofitable Designs
stores, eight unprofitable Boston Trading Co.(R)/BTC(TM) stores and eight
Original Levi's Stores(TM) operated by the OLS Partnership. This store closing
strategy resulted in the Company recording a pre-tax charge of $13.4 million.
The total cost to close these stores was $10.5 million, which is $2.9 million
less than the original charge, primarily due to favorable landlord negotiations
on lease termination payments. As a result, the Company recognized pre-tax
income of $2.9 million in the fourth quarter of fiscal 1999. Total cash costs
were $4.2 million related to lease terminations, employee severance and other
related expenses. The remainder of the $10.5 million charge consists of non-cash
costs of approximately $6.3 million in store fixed asset write-offs. All of
these stores were closed by the end of fiscal 1999.
In the fourth quarter of fiscal 1999, the Company recorded a pre-tax charge of
$5.2 million related to the decision to close three BTC(TM) mall stores, one
Designs mall store, and four Boston Traders(R) Outlet stores and to further
reduce corporate headcount. The total cost of severance and store closings was
$717,000 less than the original charge due to favorable landlord negotiations on
lease termination payments. As a result, the Company recognized income of
$717,000 in the fourth quarter of fiscal 2000 which is reflected in the
Provision for impairment of assets, store closing and severance on the
Consolidated Statement of Operations for fiscal 2000.
K. DISSOLUTION OF JOINT VENTURE
On January 28, 1995, Designs JV Corp., a wholly-owned subsidiary of the Company
("Designs JV Subsidiary"), and LDJV Inc., a subsidiary of Levi's Only Stores,
Inc. ("LOS"), which is a wholly-owned subsidiary of Levi Strauss & Co., entered
into a partnership agreement (the "Partnership Agreement"). The purpose of the
Partnership Agreement was to sell Levi's(R) brand jeans and jeans-related
products in Original Levi's Stores(R) and Levi's(R) Outlet stores in a specified
territory. The joint venture established under the Partnership Agreement is
known as The Designs/OLS Partnership (the "OLS Partnership").
In October 1998, the Company announced that it had reached an agreement with LOS
to dissolve and wind up the OLS Partnership. Pursuant to this agreement, the OLS
Partnership distributed to the Designs JV subsidiary 11 Levi's(R) Outlet stores,
valued at a net book value of approximately $6.3 million. In addition, the OLS
Partnership distributed three Original Levi's Stores(R) to LDJV Inc. The net
book value of these three Original Levi's Stores(R) was approximately $5.5
million, which was greater than LDJV Inc.'s equity interest in the OLS
Partnership. Consequently, LDJV Inc. made a $2.9 million capital contribution of
cash to the OLS Partnership at October 31, 1998.
41
In connection with the plan to dissolve and wind up the OLS Partnership, the OLS
Partnership recorded a pre-tax charge of $4.5 million in fiscal 1999 related to
the closing of the eight Original Levi's Stores(R) that it did not distribute.
This $4.5 million charge is included in the total $13.4 million charge recorded
by the Company in fiscal 1999 and discussed in Note I above. The total costs to
close these stores was $1.3 million less than the original charge, primarily due
to favorable landlord negotiations on lease termination payments. This $1.3
million was part of the total $2.9 million recognized as restructuring income in
fiscal 1999. See Note J above.
L. SEGMENT DISCLOSURES
Through the end of the third quarter of fiscal 2000, the Company operated its
business under two reportable store segments (i) Outlet Store Group and (ii)
Specialty Store Group. On November 24, 1999, the Company announced that its
Board of Directors had decided to close its five remaining Designs stores and
its five Buffalo Jeans Factory Stores by the end of fiscal 2000.
As a result of these transactions, the Company now operates and manages its
business under one reportable store segment, the Outlet Store group. "Closed
stores and Other" includes the operations of all stores closed through the end
of fiscal 2000. There is no required segment disclosure for fiscal 2001.
Outlet Store Group: Consists of the Company's Levi's Outlet(R) by Designs stores
and its Dockers(R) Outlet by Designs stores. These outlet stores all operate in
outlet centers located primarily in the Eastern United States and primarily sell
made for outlet, close out and end of season merchandise from Levi Strauss & Co.
Closed Stores and Other: This group included the Designs, Boston Trading
Co.(TM), Buffalo Jeans Factory Stores and Boston Traders(R) Outlet stores that
were closed as part of its store closing programs. The operations of the three
Original Levi's Stores(TM) that were distributed to LDJV, Inc. in October 1998
and the operations of the eight Original Levi's Stores(TM) that were closed in
fiscal 1999 are also included in this group.
The accounting policies of the reportable segments are the same as those
described in Note A. The Company evaluates individual store profitability in
terms of a store's "Contribution to Profit" which is defined by the Company as
gross margin less occupancy costs and all store specific expenses such as
payroll, advertising, insurance and depreciation.
Below is a summary of the results of operations for the "Outlet Store Group" and
"Closed Stores and Other" for fiscal 2000 and fiscal 1999.
For the year ended January 29, 2000
Closed
(in thousands) Outlets and Other Total
Sales $ 179,502 $ 12,690 $ 192,192
Merchandise margin 76,733 3,435 80,168
Markdown reserves (6,536) (1,311) (7,847)
Occupancy costs (21,741) (3,140) (24,881)
Gross margin 48,456 (1,016) 47,440
Depreciation/amortization (3,338) (923) (4,261)
Contribution to profit 25,041 (4,616) 20,425
Non-recurring charges (6,536) (7,999) (14,535)
Segment Assets:
Inventory, net 57,022 -- 57,022
Fixed assets, net 12,304 4,433 16,737
Capital expenditures 6,006 347 6,353
42
For the year ended January 30, 1999
Closed
(in thousands) Outlets and Other Total
Sales $ 149,733 $ 51,901 $ 201,634
Merchandise margin 61,711 15,165 76,876
Markdown reserves -- (800) (800)
Occupancy costs (18,267) (15,560) (33,827)
Gross margin 43,444 (1,195) 42,249
Depreciation/amortization (3,103) (4,217) (7,320)
Contribution to profit 19,393 (17,379) 2,014
Non-recurring charges -- (15,700) (15,700)
Segment Assets:
Inventory, net 50,815 7,110 57,925
Fixed assets, net 9,024 8,764 17,788
Capital expenditures -- 510 510
Reconciliation of Contribution to Profit to Operating Income (Loss)
(in thousands) Fiscal 2000 Fiscal 1999
- --------------------------------------------------------------------------------
Contribution to Profit:
Outlet store segment $ 25,041 $ 19,393
Closed store and other (4,616) (17,379)
Non-recurring store closing charges (14,535) (15,700)
General and Administrative Expenses (14,961) (16,700)
Total operating income (loss) $ (9,071) $(30,386)
Reconciliation of depreciation/amortization to Consolidated Statements of
Operations
(in thousands) Fiscal 2000 Fiscal 1999
- --------------------------------------------------------------------------------
Segment depreciation/amortization $4,261 $7,320
Corporate depreciation/amortization 2,241 2,407
Total depreciation/amortization per
Consolidated Statements of Operations $6,502 $9,727
43
M. SELECTED QUARTERLY DATA (UNAUDITED)
FIRST SECOND THIRD FOURTH FULL
QUARTER QUARTER QUARTER QUARTER YEAR
-------------------------------------------------------
(In Thousands, Except Per Share Data)
FISCAL YEAR 2001
Net Sales $ 39,379 $ 45,693 $56,587 $ 52,871 $ 194,530
Gross Profit 10,652 13,421 17,385 13,527 54,985
Net Income (Loss) (474) 1,084 2,891 (285) 3,216
Earnings per Share - Basic (0.03) 0.07 0.18 (0.02) 0.20
Earnings per Share - Diluted (0.03) 0.06 0.18 (0.02) 0.20
FISCAL YEAR 2000
Net Sales $ 39,835 $ 42,907 $56,703 $ 52,747 $ 192,192
Gross Profit 10,217 11,388 18,443 7,392 47,440
Net Income (Loss)(1) (863) (536) 2,692 (13,787) (12,493)
Earnings per Share - Basic (0.05) (0.03) 0.17 (0.84) (0.78)
Earnings per Share - Diluted (0.05) (0.03) 0.17 (0.84) (0.78)
(1) The results for the fourth quarter of fiscal 2000 include a pre-tax charge
of $15.2 million for store closings, inventory markdowns, severance and a
write-down of impaired assets. Of the $15.2 million, $7.8 million is
reflected in gross profit for the fourth quarter of fiscal 2000.
Historically, the Company has experienced seasonal fluctuations in net sales,
gross profit and net income, with increases occurring during the Company's third
and fourth quarters as a result of "Fall" and "Holiday" seasons. In recent
years, as the Company's percentage of outlet business increases in relation to
total sales, the Company expects that the third and fourth quarters will
decrease as a percentage of total sales. Quarterly sales comparisons are not
necessarily indicative of actual trends, since such amounts also reflect the
addition of new stores, closing of stores and the remodeling of stores during
these periods.
44
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On October 3, 2000, Deloitte & Touche LLP ("Deloitte & Touche") resigned as the
Company's independent accountants. On October 11, 2000, Ernst & Young LLP (Ernst
& Young) was engaged as the Company's new principal independent auditors. The
Company's Board of Directors and its Audit Committee unanimously approved the
change of principal independent auditors.
Since Deloitte & Touche LLP was retained on December 21, 1999 and thereafter
through October 3, 2000 there were no disagreements between the Company and
Deloitte & Touche LLP on matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Deloitte & Touche LLP, would have caused
Deloitte & Touche LLP to make reference to the subject matter thereof in its
reports. Since Deloitte & Touche LLP was retained on December 21, 1999 and
thereafter through October 3, 2000, there was no occurrence of the kinds of
events described in Item 304(a)(1)(v) of Regulation S-K promulgated by the
Commission. In addition, none of the reports issued by Deloitte & Touche LLP
concerning the Company's financial statements since it was retained on December
21, 1999 and thereafter through October 3, 2000 contain any adverse opinion or
disclaimer of opinion. Such report was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
On December 21, 1999, Designs, Inc. (the "Company") dismissed its principal
independent accountants, Arthur Anderson LLP ("Arthur Andersen"). On December
21, 1999, the Company engaged Deloitte & Touche LLP as its new principal
independent accountants. The Company's Board of Directors and its Audit
Committee unanimously approved the change of principal independent accountants.
Since Arthur Andersen was retained on June 26, 1998 and thereafter through
December 21, 1999 there were no disagreements between the Company and Arthur
Andersen on matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Arthur Andersen, would have caused Arthur Andersen to make
reference to the subject matter thereof in its reports. Since Arthur Andersen
was retained on June 26, 1998 and thereafter through December 21, 1999, there
was no occurrence of the kinds of events described in Item 304(a)(1)(v) of
Regulation S-K promulgated by the Commission. In addition, none of the reports
issued by Arthur Andersen concerning the Company's financial statements since it
was retained on June 26, 1998 and thereafter through December 21, 1999 contain
any adverse opinion or disclaimer of opinion. Such report was not qualified or
modified as to uncertainty, audit scope, or accounting principles.
45
PART III.
Item 10. Directors and Executive Officers of the Registrant
Information with respect to directors and executive officers of the Company is
incorporated herein by reference to the Company's definitive proxy statement to
be filed within 120 days of the end of the fiscal year ended February 3, 2001.
Item 11. Executive Compensation
Information with respect to executive compensation is incorporated herein by
reference to the Company's definitive proxy statement to be filed within 120
days of the end of the fiscal year ended February 3, 2001.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information with respect to security ownership of certain beneficial owners and
management is incorporated herein by reference to the Company's definitive proxy
statement to be filed within 120 days of the end of the fiscal year ended
February 3, 2001.
Item 13. Certain Relationships and Related Transactions
Information with respect to certain relationships and related transactions is
incorporated by reference to the Company's definitive proxy statement to be
filed within 120 days of the end of the fiscal year ended February 3, 2001.
46
PART IV.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
14(a)(1) Financial Statements
The list of consolidated financial statements and notes required by this Item
14(a)(1) is set forth in the "Index to Financial Statements" on page 21 of this
Report.
14(a)(2) Financial Statement Schedules
Schedule II- Valuation and Qualifying Accounts for the three years ended
February 3, 2001, January 29, 2000 and January 30, 1999 on Page 48 of this
report.
All other schedules, other than the one listed above, have been omitted because
the required information is not applicable or is not present in amounts
sufficient to require submission of the schedules, or because the information
required is included in the financial statements or notes thereto.
14(a)(3) Exhibits
The list of exhibits required by this Item 14(a)(3) is set forth in the "Index
to Exhibits" on pages 49 to 52 of this Report.
14(b) Reports on Form 8-K
none.
47
SCHEDULE II
DESIGNS, INC.
VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended February 3, 2001
Balance at Balance
Beginning of Net Charges/ At End
Description Year Provision Write-offs Year
(In thousands)
Accrued Restructuring Reserves
Year ended January 30, 1999 $2,629 $ 15,706(1) $(11,174) $7,161(4)
Year ended January 29, 2000 $7,161 $ 14,545(2) $(15,010) $6,696(5)
Year ended February 3, 2001 $6,696 $ (182)(3) $ (5,662) $ 852(6)
(1) Included in the severance and store closing charge for fiscal 1999 of
$15.7 million, is a markdown reserve of $808,000 which was included in
cost of goods sold for the fiscal year ending January 30, 1999.
(2) Included in the severance and store closing charge for fiscal 2000 of
$14.5 million, is a markdown reserve of $7.8 million which was included in
costs of goods sold for the fiscal year ending January 29, 2000. In
addition, the total provision of $14.5 million, included restructuring
income of $717,000 recorded in the fourth quarter due to excess reserves
which were established in fiscal 1999.
(3) The ($182,000) recognized in fiscal 2001 represents income recognized as a
result of favorable lease negotiations on lease termination payments
relating to the fiscal 2000 restructuring program.
(4) Included in the reserve balance at year end is a markdown reserve of
$808,000 which was included in inventory and $1,981,000 of fixed asset
reserves which were included in fixed assets on the consolidated balance
sheet.
(5) Included in the reserve balance at year end is a markdown reserve of $3.5
million, which was included in inventory on the consolidated balance
sheet.
(6) Included in the reserve balance at year end are the remaining severance
and landlord settlement payments to be made in accordance with the fiscal
2000 restructuring program.
48
Exhibits
3.1 Restated Certificate of Incorporation of the Company, as
amended (included as Exhibit 3.1 to Amendment No. 3 of the
Company's Registration Statement on Form S-1 (No. 33-13402),
and incorporated herein by reference). *
3.2 Certificate of Amendment to Restated Certificate of
Incorporation, as amended, dated June 22, 1993 (included as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
dated June 17, 1996, and incorporated herein by reference). *
3.3 Certificate of Designations, Preferences and Rights of a
Series of Preferred Stock of the Company established Series A
Junior Participating Cumulative Preferred Stock dated May 1,
1995 (included as Exhibit 3.2 to the Company's Annual Report
on Form 10-K dated May 1, 1996 and incorporated herein by
reference). *
3.4 By-Laws of the Company, as amended (included as Exhibit 3.4 to
the Company's Amendment No. 1 to Annual Report on Form 10-K/A
dated May 28, 1999, and incorporated herein by reference). *
10.1 1987 Incentive Stock Option Plan, as amended (included as
Exhibit 10.1 to the Company's Annual Report on Form 10-K dated
April 29, 1993, and incorporated herein by reference). *
10.2 1987 Non-Qualified Stock Option Plan, as amended (included as
Exhibit 10.2 to the Company's Annual Report on Form 10-K dated
April 29, 1993, and incorporated herein by reference). *
10.3 1992 Stock Incentive Plan, as amended (included as Exhibit
10.3 to the Company's Quarterly Report on Form 10-Q dated June
16, 1998, and incorporated herein by reference). *
10.4 License Agreement between the Company and Levi Strauss & Co.
dated as of April 14, 1992 (included as Exhibit 10.8 to the
Company's Annual Report on Form 10-K dated April 29, 1993, and
incorporated herein by reference). *
10.5 Amended and Restated Trademark License Agreement between the
Company and Levi Strauss & Co. dated as of October 31, 1998
(included as Exhibit 10.4 to the Company's Current Report on
Form 8-K dated December 3, 1998, and incorporated herein by
reference). *
10.6 Amendment to the Amended and Restated Trademark License
Agreement dated March 22, 2000 (included as Exhibit 10.7 to
the Company's Form 10-K dated April 28, 2000, and incorporated
herein by reference). *
10.7 Amended and Restated Loan and Security Agreement dated as of
June 4, 1998, between the Company and BankBoston Retail
Finance Inc., as agent for the Lender(s) identified therein
("BBRF") and the Lender(s) (included as Exhibit 10.1 to the
Company's Current Report on Form 8-K dated June 11, 1998, and
incorporated herein by reference). *
10.8 Fee letter dated as of June 4, 1998, between the Company and
BBRF (included as Exhibit 10.2 to the Company's Current Report
on Form 8-K dated June 11, 1998, and incorporated herein by
reference). *
10.9 First Amendment to Loan and Security Agreement dated as of
September 29, 1998 among the Company, BBRF and the Lender(s)
identified therein (included as Exhibit 10.5 to the Company's
Current Report on Form 8-K dated December 3, 1998, and
incorporated herein by reference). *
49
10.10 Second Amendment to Loan and Security Agreement dated as of
October 31, 1998 among the Company, BBRF and the Lender(s)
identified therein (included as Exhibit 10.6 to the Company's
Current Report on Form 8-K dated December 3, 1998, and
incorporated herein by reference). *
10.11 Third Amendment to Loan and Security Agreement dated as of
October 28, 1999 among the Company, BBRF and the Lender(s)
identified therein (included as Exhibit 10.9 to the Company's
Form 10-Q dated December 14, 1999, and incorporated herein by
reference). *
10.12 Fourth Amendment to Loan and Security Agreement dated as of
March 20, 2000 among the Company, Fleet Retail Finance (f/k/a
BankBoston Retail Finance) and the Lender(s) identified
therein (included as Exhibit 10.13 to the Company's Form 10-K
dated April 28, 2000, and incorporated herein by reference). *
10.13 Fifth Amendment to Loan and Security Agreement dated as of
July 17, 2000 among the Company, Fleet Retail Finance and the
Lender(s) identified therein (included as Exhibit 10.13 to the
Company's Form 10-Q dated December 12, 2000, and incorporated
herein by reference). *
10.14 Amendment and Distribution Agreement dated as of October 31,
1998 among the Designs Partner, the LOS Partner and the OLS
Partnership (included as Exhibit 10.2 to the Company's Current
Report on Form 8-K dated December 3, 1998, and incorporated
herein by reference). *
10.15 Guaranty by the Company of the indemnification obligation of
the Designs Partner dated as of October 31, 1998 in favor of
LS & Co. (included as Exhibit 10.3 to the Company's Current
Report on Form 8-K dated December 3, 1998, and incorporated
herein by reference). *
10.16 Asset Purchase Agreement between LOS and the Company relating
to the sale by the Company of stores located in Minneapolis,
Minnesota dated January 28, 1995 (included as Exhibit 10.9 to
the Company's Current Report on Form 8-K dated April 24, 1995,
and incorporated herein by reference). *
10.17 Asset Purchase Agreement among Boston Trading Ltd., Inc.,
Designs Acquisition Corp., the Company and others dated April
21, 1995 (included as Exhibit 10.16 to the Company's Quarterly
Report on Form 10-Q dated September 12, 1995, and incorporated
herein by reference). *
10.18 Non-Negotiable Promissory Note between the Company and
Atlantic Harbor, Inc., formerly know as Boston Trading Ltd.,
Inc., dated May 2, 1995 (included as Exhibit 10.17 to the
Company's Quarterly Report on Form 10-Q dated September 12,
1995, and incorporated herein by reference). *
10.19 Asset Purchase Agreement dated as of September 30, 1998
between the Company and LOS relating to the purchase by the
Company of 16 Dockers(R) Outlet and nine Levi's(R) Outlet
stores (included as Exhibit 10.1 to the Company's Current
Report on Form 8-K dated December 6, 1995, and incorporated
herein by reference). *
10.20 Consulting Agreement dated as of October 28, 1999 between the
Company and Jewelcor Management, Inc. (included as Exhibit
10.20 to the Company's Form 10-K dated April 28, 2000, and
incorporated herein by reference). *
10.21 Consulting Agreement dated as of October 29, 1999 between the
Company and John J. Schultz (included as Exhibit 10.21 to the
Company's Form 10-K dated April 28, 2000, and incorporated
herein by reference). *
10.22 Consulting Agreement dated as of December 15, 1999 between the
Company and George T. Porter, Jr. (included as Exhibit 10.22
to the Company's Form 10-K dated April 28, 2000, and
incorporated herein by reference). *
50
10.23 Consulting Agreement dated as of November 14, 1999 between the
Company and Business Ventures International, Inc. (included as
Exhibit 10.23 to the Company's Form 10-K dated April 28, 2000,
and incorporated herein by reference). *
10.24 Employment Agreement dated as of October 16, 1995 between the
Company and Joel H. Reichman (included as Exhibit 10.1 to the
Company's Current Report on Form 8-K dated December 6, 1995,
and incorporated herein by reference). *
10.25 Employment Agreement dated as of October 16, 1995 between the
Company and Scott N. Semel(included as Exhibit 10.2 to the
Company's Current Report on Form 8-K dated December 6, 1995,
and incorporated herein by reference). *
10.26 Employment Agreement dated as of May 9, 1997 between the
Company and Carolyn R. Faulkner(included as Exhibit 10.23 to
the Company's Quarterly Report on Form 10-Q dated June 17,
1997, and incorporated herein by reference). *
10.27 Employment Agreement dated as of March 31, 2000 between the
Company and David A. Levin (included as Exhibit 10.27 to the
Company's Form 10-K dated April 28, 2000, and incorporated
herein by reference). *
10.28 Secured Promissory Note dated as of June 26, 2000 between the
Company and David A. Levin (included as Exhibit 10.29 to the
Company's Form 10-Q dated September 12, 2000, and incorporated
herein by reference). *
10.29 Employment Agreement dated as of August 14, 2000 between the
Company and Dennis Hernreich (included as Exhibit 10.30 to the
Company's Form 10-Q dated September 12, 2000, and incorporated
herein by reference). *
10.30 Severance Agreement dated as of January 12, 2000 between the
Company and Joel H. Reichman (included as Exhibit 10.23 to the
Company's Form 10-K dated April 28, 2000, and incorporated
herein by reference). *
10.31 Severance Agreement dated as of January 20, 2000 between the
Company and Scott N. Semel (included as Exhibit 10.23 to the
Company's Form 10-K dated April 28, 2000, and incorporated
herein by reference). *
10.32 Severance Agreement dated as of January 15, 2000 between the
Company and Carolyn R. Faulkner (included as Exhibit 10.23 to
the Company's Form 10-K dated April 28, 2000, and incorporated
herein by reference). *
10.33 Indemnification Agreement between the Company and James G.
Groninger, dated December 10, 1998 (included as Exhibit 10.30
to the Company's Annual Report on Form 10-K dated April 30,
1999 and incorporated herein by reference). *
10.34 Indemnification Agreement between the Company and Bernard M.
Manuel, dated December 10, 1998 (included as Exhibit 10.31 to
the Company's Annual Report on Form 10-K dated April 30, 1999
and incorporated herein by reference). *
10.35 Indemnification Agreement between the Company and Peter L.
Thigpen, dated December 10, 1998 (included as Exhibit 10.32 to
the Company's Annual Report on Form 10-K dated April 30, 1999
and incorporated herein by reference). *
51
10.36 Indemnification Agreement between the Company and Melvin I.
Shapiro, dated December 10, 1998 (included as Exhibit 10.33 to
the Company's Annual Report on Form 10-K dated April 30, 1999
and incorporated herein by reference). *
10.37 Indemnification Agreement between the Company and Joel H.
Reichman, dated December 10, 1998 (included as Exhibit 10.34
to the Company's Annual Report on Form 10-K dated April 30,
1999 and incorporated herein by reference). *
10.38 Indemnification Agreement between the Company and Scott N.
Semel, dated December 10, 1998 (included as Exhibit 10.35 to
the Company's Annual Report on Form 10-K dated April 30, 1999
and incorporated herein by reference). *
10.39 Indemnification Agreement between the Company and Carolyn R.
Faulkner, dated December 10, 1998 (included as Exhibit 10.36
to the Company's Annual Report on Form 10-K dated April 30,
1999 and incorporated herein by reference). *
21 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
99 Report of the Company on Form 8-K, dated April 28, 2000 *
concerning certain cautionary statements of the Company to be
taken into account in conjunction with consideration and
review of the Company's publicly-disseminated documents
(including oral statements made by others on behalf of the
Company) that include forward looking information.
* Previously filed with the Securities and Exchange Commission.
52
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DESIGNS, INC.
May 4, 2001
By: /s/ David A. Levin
------------------
David A. Levin
President and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company in the capacities indicated, on May 4, 2001.
Signatures
/s/ David A. Levin President and Chief Executive Officer
- -------------------------- (Principal Executive Officer)
David A. Levin
/s/ Dennis R. Hernreich Senior Vice President, Chief Financial
- -------------------------- Officer and Treasurer
Dennis R. Hernreich (Principal Financial Officer)
/s/ Seymour Holtzman Chairman of the Board
- --------------------------
Seymour Holtzman
/s/ George T. Porter, Jr. Director
- --------------------------
George T. Porter, Jr.
/s/ Joseph Pennacchio Director
- --------------------------
Joseph Pennacchio
/s/ Robert L. Patron Director
- --------------------------
Robert L. Patron
/s/ Jeremiah P. Murphy, Jr. Director
- --------------------------
Jeremiah P. Murphy, Jr.
/s/ Stanley L. Berger Director
- --------------------------
Stanley L. Berger
/s/ Jesse H. Choper Director
- --------------------------
Jesse H. Choper
/s/ Alan Cohen Director
- --------------------------
Alan Cohen
53
OTHER SHAREHOLDER INFORMATION
Board of Directors
Seymour Holtzman
Chairman of the Board of Directors
Chief Executive Officer
Jewelcor Management, Inc.
Stanley L. Berger
Jesse Choper
Law Professor
University of California Law School
David A. Levin
President and Chief Executive Officer
Jeremiah P. Murphy, Jr.
President of Harvard Coop
Robert L. Patron
President of Business Ventures International, Inc.
Joseph Pennacchio
President of Aurafin
George T. Porter, Jr.
Alan Cohen
Executive Officers
David A. Levin
President and Chief Executive Officer
Dennis R. Hernreich
Senior Vice President
Chief Financial Officer, Treasurer and Secretary
Corporate Officers
Alan Jones
Vice President
Director of Stores
Martin Goldstein
Vice President
Real Estate and Construction
Susan J. Murray
Director
Human Resources
54
Shelly E. Mokas
Vice President
Controller
Robert Wilbur
Vice President
Chief Information Officer
Corporate Offices
66 B Street
Needham, MA 02494
(781) 444-7222
Financial Information
Requests for financial information should be directed to the Investor Relations
Department at the company's headquarters: Designs, Inc., 66B Street, Needham, MA
02494, (781) 444-7222. A copy of the Company's Annual Report on Form 10-K for
the fiscal year ended February 3, 2001, filed with the Securities and Exchange
Commission, may be obtained without charge upon request to the Investor
Relations Department.
Annual Meeting
The date for the 2001 Annual Meeting of Stockholders of Designs, Inc. is
expected to be held the first week of August 2001.
Approximate reporting dates for fiscal year 2002 quarterly earnings are:
Quarter 1: May 21, 2001
Quarter 2: August 20, 2001
Quarter 3: November 19, 2001
Quarter 4 and fiscal year end: March 18, 2002
Transfer Agent and Registrar
Inquiries regarding stock transfer requirements, address changes and lost stock
certificates should be directed to:
Fleet National Bank
c/o EquiServe, LP
P.O. Box 43010
Providence, RI 02940
shareholder services: 781-575-3400
www.equiserve.com
Independent Auditors
Ernst & Young LLP
200 Clarendon Street
Boston, Massachusetts 02116-5072
Trademarks
Levi's(R), Dockers(R) and Slates(R) are registered trademarks of Levi Strauss &
Co.
55
Exhibit 21 Subsidiaries of the Registrant Designs Securities Corporation (a Massachusetts securities corporation) Designs JV Corp. (a Delaware corporation) Designs Acquisition Corp. (a Delaware corporation) Designs Outlet Inc. (a Delaware corporation) Designs Apparel, Inc. (a Delaware corporation)
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Form S-8 Nos. 33-22957, 33-32690, 33-32687 and 33-52892) of Designs, Inc. of
our report dated March 26, 2001, with respect to the consolidated financial
statements and schedule of Designs, Inc. included in this Annual Report (Form
10-K) for the year ended February 3, 2001.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
May 2, 2001
Exhibit 23.2 Independent Auditors' Consent We consent to the incorporation by reference in Registration Statements No. 33-22957, 33-32690, 33-32687 and 33-52892 on Form S-8 of our report dated April 11, 2000, appearing in this Annual Report on Form 10-K of Designs, Inc. for the year ended January 29, 2000. Boston, Massachusetts May 2, 2001 /s/ DELOITTE & TOUCHE LLP
Exhibit 23.3 Arthur Andersen Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference of our report dated March 16, 1999, included in this Form 10-K, into registration statements previously filed by Designs, Inc. on Form S-8 (File No. 33-22957, File No. 33-32690, File No. 33-32687, and File No. 33-52892). Boston, Massachusetts May 3, 2001 /s/ ARTHUR ANDERSEN LLP