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MarketScreener Homepage  >  Equities  >  Nyse  >  Designer Brands Inc.    DBI

DESIGNER BRANDS INC.

(DBI)
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DESIGNER BRANDS : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

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06/19/2020 | 08:21am EDT

Executive Overview


In March 2020, the World Health Organization declared the COVID-19 outbreak a
pandemic. To help control the spread of the virus and protect the health and
safety of our customers, employees, and the communities we serve, we temporarily
closed all of our stores in the U.S. and Canada, effective March 18, 2020. Our
e-commerce businesses have continued to be available to customers, with our
fulfillment center and stores utilized for the fulfillment of online orders to
be shipped to customers or available for curbside pickup. The impact of the
COVID-19 outbreak, including the temporary closure of all of our stores, has had
a material adverse effect on our business, liquidity, financial condition, and
results of operations. During the three months ended May 2, 2020, we made, and
may continue to make, adjustments to our operational plans, inventory controls,
liquidity management by delaying lease and vendor payments, and reductions to
our expense and capital expenditure plans. We have already taken a number of
actions including implementing temporary leaves of absence without pay for a
significant number of our employees and reducing pay for nearly all employees
not placed on temporary leave. We are taking a phased approach as we reopen
stores and we expect to have nearly all North American stores open by the end of
June 2020. Reopened stores initially are generating significantly lower sales
than they did in prior periods, with trends improving as more of the economy
reopens and as consumer behavior adapts to the changing landscape. Additionally,
we have instituted new health and safety protocols for our customers and
employees using industry best practices. In connection with reopening stores, we
expect to spend approximately $8.0 million in pre-open cleaning services, signs
used to encourage customers in social distancing, plexiglass shields used at
store registers, and supplies of thermometers, masks, gloves, cleaning agents,
and other items to help control the spread of the virus and protect the health
and safety of our customers and employees.

Prior to the COVID-19 outbreak, we were on track to achieve growth in fiscal
2020, with positive comparable sales year-to-date through March 5, 2020. The
impact of the COVID-19 outbreak on store traffic, beginning on March 6, 2020,
and the subsequent closure of all our North American stores, materially altered
this trajectory. We implemented inventory control actions that resulted in
inventory units on hand flat at the end of the first quarter of fiscal 2020
compared to the same period last year. We have been more aggressive with our
promotional activity to drive sales, and this markdown activity has materially
impacted margins.

Over the past several years, we have made significant investments in our digital
infrastructure and, as a result, we were able to generate robust digital sales
during the first quarter of fiscal 2020, well above digital sales for the same
period last year across all segments. Our unique digital experiences and our
ability to use our stores for fulfillment have served us well while our stores
have been closed to the public. We anticipate that adapting to operating as a
digital-focused retailer during this time will have a lasting influence on how
we operate moving forward. Continuing to function as a digital-focused retailer
coupled with our strategic pillars of delivering differentiated products,
offering differentiated experiences in-store and online, and focusing on new
growth opportunities to increase market share, will guide our decisions as we
adjust for the future. We remain one of the largest designers, producers and
retailers of footwear and accessories in the market and have the advantage of a
fully integrated supply chain supported by our acquisition of Camuto Group.

The COVID-19 pandemic remains a rapidly evolving situation. The continuation of
the outbreak or a new surge in cases may cause new or prolonged periods of store
closures, further adjustments to store operations, and changes in customer
behaviors, including a potential reduction in consumer spending. As such, the
ultimate impacts of the COVID-19 outbreak to our businesses are highly uncertain
and we may have additional write-downs of inventories, accounts receivables,
long-lived assets, intangibles, and goodwill and an inability to realize
deferred tax assets.

Comparable Sales Performance Metric


We consider comparable sales to be an important indicator of the performance of
our retail and direct-to-consumer businesses, and investors may find it useful
as such. Comparable sales is a primary metric commonly used throughout the
retail industry. We include stores in our comparable sales metric for those
stores in operation for at least 14 months at the beginning of the fiscal year.
Stores are added to the comparable base at the beginning of the year and are
dropped for comparative purposes in the quarter they are closed. Comparable
sales include e-commerce sales. Comparable sales for the Canada Retail segment
exclude the impact of foreign currency translation and are calculated by
translating current period results at the foreign currency exchange rate used in
the comparable period in the prior year. Comparable sales for the Brand
Portfolio segment includes the direct-to-consumer www.vincecamuto.com e-commerce
site. Comparable sales also includes stores temporarily closed as a result of
the COVID-19 outbreak as management continues to believe this metric is
meaningful to monitor the performance through the temporary closure period and
to measure progress as stores re-open. The calculation of comparable sales
varies across the retail industry and, as a result, the calculations of other
retail companies may not be consistent with our calculation.

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Financial Summary


Net sales decreased to $482.8 million for the three months ended May 2, 2020
from $873.3 million for the three months ended May 4, 2019. The 44.7% decrease
in net sales was primarily driven by the COVID-19 outbreak with a 42.3% decrease
in comparable sales due to the temporary closure of all stores effective March
18, 2020, during our peak selling season, the lower Brand Portfolio segment
sales due to orders canceled by our retailer customers, shelter-in-place orders
impacting many of our customers, and changes in consumer spending as a result of
the economic uncertainty.

During the three months ended May 2, 2020, gross loss as a percentage of net
sales was 5.5% as compared to a gross profit of 29.7% for the same period last
year. The change from a gross profit to a loss was primarily driven by the
impacts of the COVID-19 outbreak on our operations and the closure of stores,
which we addressed with aggressive promotional activity, significant inventory
markdowns resulting in an increase in inventory reserves of $84.0 million over
the same period last year, increased shipping costs in the current quarter
associated with higher digital penetration, and the deleverage of distribution
and fulfillment and store occupancy expenses on lower sales volume.

Net loss for the three months ended May 2, 2020 was $215.9 million, or a loss of
$3.00 per diluted share, which included net after-tax charges of $84.1 million,
or $1.17 per diluted share, primarily related to impairment charges, integration
and restructuring expenses and incremental costs related to the COVID-19
outbreak, offset by governmental credits we claimed. Net income for the three
months ended May 4, 2019 was $31.2 million, or $0.40 earnings per diluted share,
which included net after-tax charges of $2.4 million, or $0.03 per diluted
share, primarily related to integration and restructuring expenses.

Results of Operations
                                                  Three months ended
                                      May 2, 2020                      May 4, 2019                    Change
(dollars in thousands,
except per share amounts)      Amount       % of Net Sales      Amount     
% of Net Sales       Amount         %
Net sales(1)                $  482,783           100.0  %     $ 873,289          100.0  %     $ (390,506 )   (44.7 )%
Cost of sales                 (509,243 )        (105.5 )       (613,956 )        (70.3 )         104,713     (17.1 )%
Gross profit (loss)(1)         (26,460 )          (5.5 )        259,333           29.7          (285,793 )      NM
Operating expenses(1)         (187,221 )         (38.8 )       (217,580 )        (24.9 )          30,359     (14.0 )%
Income from equity
investment                       2,270             0.5            2,228            0.2                42       1.9  %
Impairment charges            (112,547 )         (23.3 )              -              -          (112,547 )      NM
Operating profit (loss)       (323,958 )         (67.1 )         43,981            5.0          (367,939 )      NM
Interest expense, net           (2,158 )          (0.5 )         (1,801 )         (0.2 )            (357 )    19.8  %
Non-operating expenses, net        (87 )          (0.0 )           (342 )         (0.0 )             255     (74.6)%
Income (loss) before income
taxes                         (326,203 )         (67.6 )         41,838            4.8          (368,041 )      NM
Income tax benefit
(provision)                    110,345            22.9          (10,644 )         (1.2 )         120,989        NM
Net income (loss)           $ (215,858 )         (44.7 )%     $  31,194            3.6  %     $ (247,052 )      NM
Basic and diluted earnings
(loss) per share:
Basic earnings (loss) per
share                       $    (3.00 )$    0.41$    (3.41 )      NM
Diluted earnings (loss) per
share                       $    (3.00 )$    0.40$    (3.40 )      NM
Weighted average shares
used in per share
calculations:
Basic shares                    71,914                           77,004                           (5,090 )    (6.6 )%
Diluted shares                  71,914                           78,263                           (6,349 )    (8.1 )%

NM - Not meaningful (1) We changed our presentation of net sales and gross profit (loss) for all

periods presented to include commission income. Previously reported other

    revenue, which primarily included operating sublease income, was reclassified
    to operating expenses.




                                       17
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Net Sales- The following summarizes the changes in consolidated net sales from
the same period last year:
                                                                 Three months ended May
(in thousands)                                                           2, 2020
Consolidated net sales for the same period last year             $          

873,289

Decrease in comparable sales                                               (328,789 )
Net decrease from non-comparable sales and other changes                    (34,310 )
Loss of net sales from closed stores                                         (4,400 )
Decrease in wholesale net sales from Brand Portfolio segment                (24,450 )
Increase in commission income from Brand Portfolio segment                    1,443
Consolidated net sales                                           $          482,783


The following summarizes net sales by segment:

                            Three months ended                              

Change

(dollars in
thousands)            May 2, 2020        May 4, 2019         Amount          %       Comparable Sales %
Segment net sales:
U.S. Retail         $      377,073$      691,840$ (314,767 )    (45.5 )%        (42.4)%
Canada Retail               29,329             51,816        (22,487 )    (43.4 )%        (32.4)%
Brand Portfolio             82,113            104,546        (22,433 )    (21.5 )%         92.8%
Other                       13,623             35,607        (21,984 )    (61.7 )%        (62.0)%
Total segment net
sales                      502,138            883,809       (381,671 )    (43.2 )%        (42.3)%
Elimination of
intersegment net
sales                      (19,355 )          (10,520 )       (8,835 )     84.0  %
Consolidated net
sales               $      482,783$      873,289$ (390,506 )    (44.7 )%



The decreases in comparable sales for all segments, except Brand Portfolio, and
in total consolidated net sales, were driven by the temporary closure of stores
during our peak selling season in response to the COVID-19 outbreak. This was
partially offset by strong performance in our e-commerce channels, including
www.vincecamuto.com which is included in comparable sales for the Brand
Portfolio segment, as a certain amount of customer demand shifted online. Brand
Portfolio segment net sales was also negatively impacted by the COVID-19
outbreak as retailer customers temporarily closed stores and canceled orders.

Gross Profit (Loss)- The following summarizes gross profit (loss) by segment:
                                                     Three months ended
                                         May 2, 2020                     May 4, 2019
                                              % of Segment Net                  % of Segment
(dollars in thousands)            Amount           Sales           Amount        Net Sales         Change
Segment gross profit (loss):
U.S. Retail                     $ (32,970 )       (8.7 )%        $ 209,891         30.3 %       $ (242,861 )
Canada Retail                      (2,311 )       (7.9 )%           15,747         30.4 %       $  (18,058 )
Brand Portfolio                    13,904         16.9  %           25,673         24.6 %       $  (11,769 )
Other                              (5,428 )      (39.8 )%            9,311         26.1 %       $  (14,739 )
                                  (26,805 )                        260,622
Elimination of intersegment
gross profit                          345                           (1,289 )
Gross profit (loss)             $ (26,460 )       (5.5 )%        $ 259,333

29.7 % $ (285,793 )




The change from a gross profit to a loss was primarily driven by the impacts of
the COVID-19 outbreak on our operations and the closure of stores, which we
responded to with aggressive promotional activity, significant inventory
markdowns, higher shipping costs in the current quarter associated with higher
digital penetration, and the deleverage of distribution and fulfillment and
store occupancy expenses on lower sales volume. The U.S. Retail segment
inventory is accounted for using the retail inventory method and is stated at
the lower of cost or market. Under the retail inventory method, the valuation of

                                       18
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inventories reflects reductions for merchandise that was marked down prior to
the end of the first quarter of fiscal 2020 with charges to cost of sales. As a
result, earnings are negatively impacted as the merchandise is marked down prior
to sale. Inventories for the Canada Retail and Brand Portfolio segments are
accounted for using the weighted average cost method and are stated at the lower
of cost or net realizable value. For all inventories, we also monitored
slow-moving and obsolete inventories in light of the temporary closure of stores
during our peak spring selling season and reduced traffic experienced since
re-opening stores. For the three months ended May 2, 2020, we recorded $84.0
million of additional reserves over the same period last year.

Elimination of intersegment gross profit (loss) consisted of the following:

                                                              Three months 

ended

(in thousands)                                          May 2, 2020        May 4, 2019
Elimination of intersegment activity:
Net sales recognized by Brand Portfolio segment       $      (19,355 )$      (10,520 )
Cost of sales:
Cost of sales recognized by Brand Portfolio segment           12,134        

7,607

Recognition of intersegment gross profit for inventory previously purchased that was subsequently sold to external customers during the current period

           7,566              1,624
Gross profit (loss)                                   $          345     $       (1,289 )



Operating Expenses- For the three months ended May 2, 2020, operating expenses
decreased by $30.4 million over the same period last year, primarily driven by
the implementation of temporary leaves of absence without pay for a significant
number of our employees and reducing pay for nearly all employees not placed on
temporary leave in response to the COVID-19 outbreak. Operating expenses during
the three months ended May 2, 2020 were offset by government subsidies in the
form of qualified payroll tax credits of $4.5 million.

Impairment Charges- As a result of the material reduction in net sales and cash
flows due to the temporary closure of all of our stores, we updated our
impairment analysis at the store-level. During the three months ended May 2,
2020, we recorded impairment charges of $84.9 million for under-performing
stores ($65.2 million and $19.7 million for the U.S. Retail and Canada Retail
segments, respectively). Also during the three months ended May 2, 2020, we
recorded an impairment charge of $6.5 million for the Brand Portfolio segment
customer relationship intangible resulting in a full impairment due to the lack
of projected cash flows over the remaining useful life.

Also as a result of the material reduction in net sales and cash flows and the
decrease in the Company's market capitalization due to the impact of the
COVID-19 outbreak on macroeconomic conditions, we updated our impairment
analysis for goodwill and other indefinite-lived intangible assets. Our analysis
concluded that the fair values of the First Cost reporting unit within the Brand
Portfolio segment and The Shoe Company tradename within the Canada Retail
segment did not exceed their respective carrying values. Accordingly, during the
three months ended May 2, 2020, we recorded an impairment charge of $20.0
million for the First Cost reporting unit in the Brand Portfolio segment,
resulting in a full impairment, and $1.1 million for The Shoe Company tradename
included in the Canada Retail segment.

Income Taxes- Our effective tax rate changed from 25.4% for the three months
ended May 4, 2019 to 33.8% for the three months ended May 2, 2020. The increase
in the effective tax rate was primarily driven by the ability to carry back
current year losses to a tax year where the U.S. federal statutory tax rate was
35%.

Seasonality

Our business has historically been subject to seasonal merchandise trends driven
by the change in weather conditions and our customers' interest in new seasonal
styles. New spring styles are primarily introduced in the first quarter and new
fall styles are primarily introduced in the third quarter. The COVID-19 outbreak
has negatively impacted our spring peak selling season and the trends that we
have experienced historically may change for the remainder of fiscal 2020.


                                       19
--------------------------------------------------------------------------------

Liquidity and Capital Resources

Overview


Our primary ongoing operating cash flow requirements are for inventory
purchases, capital expenditures for new stores, improving our information
technology systems and infrastructure growth. Our working capital and inventory
levels fluctuate seasonally. We are committed to a cash management strategy that
maintains liquidity to adequately support the operation of the business, pursue
our growth strategy and withstand unanticipated business volatility, including
the impact of the outbreak of COVID-19. We believe that cash generated from our
operations and the business continuity plans put in place, together with our
current levels of cash, as well as the use of our Credit Facility, are
sufficient over the next 12 months to maintain our ongoing operations, support
working capital requirements, and fund capital expenditures. The cash generated
from operations is based on our expectation of re-opening nearly all of our
North American stores by the end of June 2020 with a gradual return of store
traffic throughout the remainder of fiscal 2020.

During the three months ended May 2, 2020, we took certain measures to preserve
liquidity, including reducing inventory orders, significantly cutting costs, and
delaying vendor and landlord payments, after providing notice, while we
renegotiate to extend payment terms. We have engaged a national lease firm to
assist us in the negotiating of lease deferrals and concessions. We have also
extended nearly all payables to at least 90 days. On March 17, 2020, the Board
of Directors reduced the quarterly cash dividend by 60% from the previous
quarter and declared a quarterly cash dividend payment of $0.10 per share for
both Class A and Class B common shares. The dividend was paid on April 10, 2020
to shareholders of record at the close of business on March 30, 2020. As a
result of our amended Credit Facility discussed below, we have suspended
subsequent dividend payments and share repurchases. During the three months
ended May 2, 2020, we took immediate actions to cancel orders and have reduced
orders for the remainder of this fiscal year, while maintaining flexibility to
increase orders as we monitor the business recovery. In addition to the
temporary leaves of absence without pay for a significant number of our
employees, effective March 29, 2020, the base salaries for our executive
officers were reduced by 20%, wages were reduced by 5% to 20% for nearly all of
the remaining associates, depending on title, and annual cash retainers for all
non-employee directors serving on the Board of Directors were reduced by 20%.

One of the provisions of the CARES Act allows net operating losses generated
within tax years 2018 through 2020 to be carried back up to five years,
including years in which the U.S. federal statutory tax rate was 35%, as opposed
to the current rate of 21%. As a result, we expect to receive a refund in fiscal
2021 of approximately $140.0 million related to these net operating losses. Our
ability to recover deferred tax assets depends on several factors, including the
amount of net operating losses we can carry back and our ability to project
future taxable income, although the risks of failing to realize these benefits
vary across the jurisdictions.

We are actively pursuing further options to increase financial flexibility.
While there is no immediate need to raise capital, we intend to evaluate
assessing the financing markets and may look to raise capital, when and if we
deem it prudent, to further strengthen our balance sheet. There can be no
assurance that we will raise additional capital, or as to the timing or terms of
any such additional capital. If additional liquidity is needed, we may take
additional actions including adjusting our marketing spend, implementing further
employee furloughs, reducing the store labor requirements, and forgoing
additional capital expenditures and other discretionary expenses.

Operating Cash Flows


For the three months ended May 2, 2020, net cash used in operations was $39.5
million compared to $3.0 million for the three months ended May 4, 2019. The
increase in cash used in operations was driven by the net loss incurred for the
quarter as a result of the COVID-19 outbreak, after adjusting for non-cash
activity including depreciation and amortization, stock-based compensation,
impairment charges, and the change in deferred income taxes, primarily due to
the impact of the COVID-19 outbreak on our business. This was partially offset
by measures we implemented to manage our working capital to preserve liquidity,
including reducing inventory orders, significantly cutting costs, and delaying
vendor and landlord payments.

Investing Cash Flows


For the three months ended May 2, 2020, our net cash provided by investing
activities was $10.0 million, which was due to the liquidation of our
available-for sale-securities and reductions of capital expenditures to $14.6
million in order to preserve liquidity. During the three months ended May 4,
2019, our net cash used in investing activities was $6.2 million, which was due
to capital expenditures of $24.9 million, partially offset by the net
liquidation of our available-for sale-securities.


                                       20
--------------------------------------------------------------------------------

Financing Cash Flows


For the three months ended May 2, 2020, our net cash provided by financing
activities was $193.9 million compared to net cash used in financing activities
of $19.9 million for the three months ended May 4, 2019. During three months
ended May 2, 2020, we had net borrowings of $203.0 million from the Credit
Facility as a precautionary measure to increase our cash position and preserve
financial flexibility considering uncertainty in the U.S. and global markets
resulting from COVID-19. We also significantly reduced the amount of dividends
paid. During the three months ended May 4, 2019, net cash used in financing
activities was primarily related to the payment of dividends as the repurchase
of Class A common shares was financed from borrowings from the Credit Facility.

Debt


Our Credit Facility, with a maturity date of August 25, 2022, provides a
revolving line of credit with sub-limits for the issuance of up to $50 million
in letters of credit, swing loan advances of up to $15 million, and the issuance
of up to $75 million in foreign currency revolving loans and letters of credit.
The Credit Facility may be used to provide funds for working capital, capital
expenditures, and other expenditures. On April 30, 2020, the Credit Facility was
amended, which resulted in various changes including:
• Providing for a lien on all of the Company's assets;


• Reducing the borrowing availability from $400 million to $375.0 million on

       October 31, 2020, $350.0 million on January 30, 2021, $325.0 million on
       May 1, 2021, and $300.0 million on July 31, 2021;


•      Redefining the components for calculating the leverage ratio and fixed
       charge coverage ratio to adjust for certain temporary impacts due to
       COVID-19;

• Changing the maximum leverage ratio covenant to 3.50:1 as of May 2, 2020,

4.00:1 as of August 1, 2020, 3.75:1 as of October 31, 2020, and 3.50:1 as

of January 30, 2021 and as of the end of each fiscal quarter thereafter;

• Changing the minimum fixed charge coverage ratio to 1.25:1 as of May 2,

2020 and 1.05:1 as of August 1, 2020 and as of the end of each fiscal

quarter thereafter; and

• Restricting the Company from paying dividends, making share repurchases,

and making certain acquisitions.




A violation of any of the financial or other covenants could result in a default
under the Credit Facility that would permit the lenders to restrict our ability
to further access the Credit Facility for loans and letters of credit and
require the immediate repayment of any outstanding loans under the Credit
Facility. As of May 2, 2020, we were in compliance with all financial covenants.

Loans issued under the revolving line of credit bear interest, at our option, at
a base rate or an alternate base rate as defined in the Credit Facility plus a
margin based on our leverage ratio, with an interest rate of 3.5% as of May 2,
2020. Any loans issued in Canadian dollars bear interest at the alternate base
rate plus a margin based on our leverage ratio. Interest on letters of credit
issued under the Credit Facility is variable based on our leverage ratio and the
type of letters of credit, with an interest rate of 2.5% as of May 2, 2020.
Commitment fees are based on the average unused portion of the Credit Facility
at a variable rate based on our leverage ratio. As of May 2, 2020, the Credit
Facility provided a revolving line of credit up to $400 million and we had
$393.0 million outstanding under the Credit Facility and $5.0 million in letters
of credit issued, resulting in $2.0 million available for borrowings. Interest
expense related to the Credit Facility includes interest on borrowings and
letters of credit, commitment fees and the amortization and write-off of debt
issuance costs.

Capital Expenditure Plans

We expect to spend approximately $25.0 million to $35.0 million for capital
expenditures in fiscal 2020, of which we invested $14.6 million during the three
months ended May 2, 2020. Our capital expenditures for the remainder of the year
will depend primarily on the number of store projects as well as infrastructure
and information technology projects that we undertake and the timing of these
expenditures.

Off-Balance Sheet Liabilities and Other Contractual Obligations

We do not have any material off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.

We have included a summary of our contractual obligations as of February 1, 2020 in our 2019 Form 10-K. There have been no material changes in contractual obligations outside the ordinary course of business since February 1, 2020, except for the increased amount borrowed under the Credit Facility.

                                       21
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Critical Accounting Policies and Estimates


The preparation of our condensed consolidated financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, and disclosure of commitments and
contingencies at the date of the condensed consolidated financial statements and
reported amounts of revenue and expenses during the reporting period. We base
these estimates and judgments on factors we believe to be relevant, the results
of which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. The process of
determining significant estimates is fact-specific and takes into account
factors such as historical experience, current and expected economic conditions,
product mix, and in some cases, actuarial and appraisal techniques. We
constantly re-evaluate these significant factors and make adjustments where
facts and circumstances dictate.

While we believe that the factors considered provide a meaningful basis for the
accounting policies applied in the preparation
of the condensed consolidated financial statements, we cannot guarantee that our
estimates and assumptions will be accurate. As the determination of these
estimates requires the exercise of judgment, actual results may differ from
those estimates, and such differences may be material to our condensed
consolidated financial statements. There have been no material changes to the
application of critical accounting policies disclosed in our 2019 Form 10-K.

© Edgar Online, source Glimpses

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