This section discusses management's view of the financial condition, results of
operations and cash flows of the Company. This section should be read in
conjunction with the information contained in our Annual Report on Form 10-K for
the fiscal year ended January 30, 2021, including the Risk Factors section, and
information contained elsewhere in this Quarterly Report on Form 10-Q, including
the condensed consolidated financial statements and notes to those financial
statements. The results of operations for any interim period may not necessarily
be indicative of the results that may be expected for any future interim period
or the entire fiscal year.
Summary of Results of Operations
Our net sales increased 92.9% to $538.7 million for the first quarter of Fiscal
2022 compared to $279.2 million for the first quarter of Fiscal 2021. This sales
increase was driven by increased store sales resulting from the reopening of
stores that were closed in the back half of the first quarter of Fiscal 2021 due
to the COVID-19 pandemic, digital comparable growth of 43% and increased
wholesale sales. Stores were open approximately 90% of possible days in the
first quarter of Fiscal 2022 as compared to 50% in the first quarter of Fiscal
2021. We have not disclosed comparable sales for the first quarter of Fiscal
2022, as we believe that overall sales is a more meaningful metric during this
period due to the impact of the COVID-19 pandemic. See below, under the heading
"Comparable Sales", for our definition of comparable sales.
Journeys Group sales increased 123%, Schuh Group sales increased 46%, Johnston &
Murphy Group sales increased 26% and Licensed Brands sales increased 84% during
the first quarter of Fiscal 2022 compared to the same quarter of Fiscal 2021.
Gross margin as a percentage of net sales increased to 47.8% during the first
quarter of Fiscal 2022, compared to 43.0% for the first quarter last year. This
reflects increased gross margin as a percentage of net sales in all of our
business units primarily due to fewer markdowns at Journeys Group, lower
shipping and warehouse expense, a higher mix of full price product at Schuh
Group and the mix of our businesses. The lower shipping and warehouse expense in
the first quarter this year is a result of reduced e-commerce penetration in
Fiscal 2022 as well as the ability to leverage fixed warehouse expenses as a
result of higher revenue. Selling and administrative expenses as a percentage of
net sales decreased to 44.5% of net sales during the first quarter of Fiscal
2022 from 67.7% for the first quarter of Fiscal 2021, reflecting decreased
expenses as a percentage of net sales in all of our operating business units.
The decrease in expenses this year was primarily due to greater leverage of
fixed expenses as a result of the significant increase in revenue as well as
reduced occupancy expense, partially offset by increased performance based
compensation expense. The reduction in occupancy expense is driven in part by
rent abatement agreements with landlords and government relief programs and rent
reductions. Operating margin was 2.9% for the first quarter of Fiscal 2022
compared to (55.9)% in the first quarter of Fiscal 2021, reflecting increased
operating margin in all of our operating business units as a result of the
increased gross margin as a percentage of net sales and decreased expenses as a
percentage of net sales.
Significant Developments
COVID-19 Update
In March 2020, the World Health Organization categorized the outbreak of
COVID-19 as a pandemic. As a result, and in consideration of the health and
well-being of our employees, customers and communities, and in support of
efforts to contain the spread of the virus, we have taken several precautionary
measures and adjusted our operational needs, including:
• On March 18, 2020, we temporarily closed our North American retail stores.
• On March 19, 2020, we borrowed $150.0 million under our Credit Facility as a
precautionary measure to ensure funds were available to meet our obligations
for a substantial period of time in response to the COVID-19 pandemic that
caused public health officials to recommend precautions that would mitigate
the spread of the virus, including "stay-at-home" orders and similar
mandates and warning the public against congregating in heavily populated
areas such as malls and shopping centers. We paid down the $150.0 million
on September 10, 2020.
• On March 19, 2020, Schuh entered into an Amendment and Restatement Agreement
(the "U.K. A&R Agreement") with Lloyds Bank which amended and restated the
Amendment and Restatement Agreement dated April 26, 2017. The U.K. A&R
Agreement included only a Facility C revolving credit agreement of £19.0
million, bore interest at LIBOR plus 2.2% per annum and expired in September
2020. In March 2020, we borrowed £19.0 million as a precautionary measure in
response to the COVID-19 pandemic. The U.K. A&R Agreement was replaced with
the Facility Letter in October 2020 and the outstanding borrowings in the
amount of £19.0 million were repaid.
• On March 23, 2020, we temporarily closed our stores in the U.K. and the ROI.
• On March 26, 2020, we temporarily closed our U.K. e-commerce business.
Effective April 3, 2020, our U.K.-based Schuh business announced that it had
reopened its e-commerce operations in compliance with government health and
safety practices.
• On March 27, 2020, we announced that we were adjusting our operational
needs, including a significant reduction of expense, capital and planned
inventory receipts. As part of these measures, we made the decision to
temporarily reduce compensation for the executive team and select employees
and reduced the cash compensation for our Board of Directors. In addition,
we furloughed all of our full-time store employees in North America and our
store and distribution center employees in the U.K. We also furloughed
employees and reduced headcount in our corporate offices, call centers and
distribution centers. In the aggregate, these actions resulted in a
temporary reduction of our workforce by 90%.
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• During a portion of the first and second quarters of Fiscal 2021, we
extended payment terms with suppliers, managed inventory by reducing future
receipts and reduced planned capital expenditures by over 50%. For new
receipts as of August 1, 2020, we have restored contractual payment terms
with suppliers.
• On June 5, 2020, we entered into a Second Amendment to our Credit Facility
to, among other things, increase the Total Commitments (as defined in the
Credit Facility) for the revolving loans from $275.0 million to $332.5
million, establish a First-in, Last-out ("FILO") tranche of indebtedness of
$17.5 million, for $350.0 million of total capacity.
• On June 25, 2020, our Board of Directors considered the Company's financial
results to date and that more than 90% of the Company's stores were expected
to be reopened by June 30, 2020, and decided to restore going forward a
portion of the compensation of the executive team and select employees whose
compensation had been reduced on March 27, 2020. In addition, the cash
compensation of our Board of Directors, which had also been reduced on March
27, 2020 was partially restored.
• In October 2020, our Board of Directors restored going forward the remaining
portion of the compensation of the executive team and select employees whose
compensation had been reduced on March 27, 2020 as well as the compensation
of the Board of Directors.
• On October 9, 2020, Schuh entered into the Facility Letter with Lloyds under
the U.K.'s Coronavirus Large Business Interruption Loan Scheme pursuant to
which Lloyds made available a RCF of £19.0 million for the purpose of
refinancing Schuh's existing indebtedness with Lloyds. The RCF expires in
October 2023 and bears interest at 2.5% over the Bank of England Base
Rate. As of May 1, 2021, we have borrowed $11.1 million or £8.0 million
under the Facility Letter.
• During the fourth quarter of Fiscal 2021, another lockdown in the U.K. and
the ROI disrupted the Schuh Group business with stores closed for
approximately 80% of possible days in the first quarter of Fiscal 2022.
• In December 2020, the Company returned the compensation to select employees
other than the executive team whose compensation had been reduced on March
27, 2020.
• As of May 27, 2021, all stores in the U.K. and ROI had re-opened and only
stores in Ontario and Nova Scotia, Canada remain closed. These stores are
currently expected to re-open in mid-June this year.
As of May 27, 2021, we were operating in 96% of our locations, including
approximately 1,100 Journeys, 160 Johnston & Murphy and 123 Schuh locations. All
store locations are operating under enhanced measures to ensure the health and
safety of employees and customers, including providing hand sanitizer in
multiple locations throughout each store for customer and employee use, enhanced
cleaning and sanitation protocols, reconfigured sales floors to promote physical
distancing and modified employee and customer interactions to limit contact. In
Journeys stores, it is recommended for employees and customers to wear masks. In
most of the Schuh stores and all of the Johnston & Murphy shops and factory
stores, employees and customers are still required to wear masks.
As a result of the economic and business impact of the COVID-19 pandemic, we
revised certain accounting estimates and judgments as discussed in the following
paragraphs. Given the ongoing and evolving economic and business impact of the
COVID-19 pandemic, we may be required to further revise certain accounting
estimates and judgments such as, but not limited to, those related to the
valuation of inventory, goodwill, long-lived assets and deferred tax assets,
which could have a material adverse effect on our financial position and results
of operations.
Since the first quarter of Fiscal 2021, we have withheld certain contractual
rent payments generally correlating with time periods when our stores were
closed and/or correlating with sales declines from Fiscal 2020. We continue to
recognize rent expense in accordance with the contractual terms. We have been
working with landlords in various markets seeking commercially reasonable lease
concessions given the current environment, and while some agreements have been
reached, a number of negotiations remain ongoing. In cases where the agreements
do not result in a substantial increase in the rights of the lessor or the
obligation of the lessee such that the total cash flows of the modified lease
are substantially the same or less than the total cash flows of the existing
lease, we have not reevaluated the contract terms. For these lease agreements,
we have recognized a reduction in variable rent expense in the period that the
concession was granted. During the quarter ended May 1, 2021, we have recognized
approximately $6.1 million in rent savings.
On March 27, 2020, the U.S. government enacted the CARES Act, which among other
things, provided employer payroll tax credits for wages paid to employees who
were unable to work during the COVID-19 pandemic and options to defer payroll
tax payments. Based on our evaluation of the CARES Act, we qualified for certain
employer payroll tax credits as well as the deferral of payroll and other tax
payments in the future, which were treated as government subsidies to offset
related operating expenses. During the first quarter of Fiscal 2022 and Fiscal
2021, qualified payroll tax credits reduced our selling and administrative
expenses by approximately $0.7 million and $7.0 million, respectively, on our
Condensed Consolidated Statements of Operations. We intend to defer qualified
payroll and other tax payments as permitted by the CARES Act. Savings from the
government program in the U.K. have provided property tax relief for the first
quarter of Fiscal 2022 and Fiscal 2021 of approximately $4.7 million and $1.6
million, respectively.
Asset Impairment and Other Charges
We recorded pretax charges of $2.7 million in the first quarter of Fiscal 2022,
including $2.3 million for professional fees related to the actions of an
activist shareholder and $0.4 million for retail store asset impairments.
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Critical Accounting Estimates
We discuss our critical accounting estimates in Item 7, "Management's Discussion
and Analysis of Financial Condition and Results of Operations", in our Annual
Report on Form 10-K for the fiscal year ended January 30, 2021. We describe our
significant accounting policies in Note 1, "Summary of Significant Accounting
Policies", of the Notes to Consolidated Financial Statements included in our
Annual Report on Form 10-K for the fiscal year ended January 30, 2021. There
have been no other significant changes in our definition of significant
accounting policies or critical accounting estimates since the end of
Fiscal 2021.
Key Performance Indicators
In assessing the performance of our business, we consider a variety of
performance and financial measures. The key performance indicators we use to
evaluate the financial condition and operating performance of our business are
comparable sales, net sales, gross margin, operating income (loss) and operating
margin. These key performance indicators should not be considered superior to,
as a substitute for or as an alternative to, and should be considered in
conjunction with, the U.S. GAAP financial measures presented herein. These
measures may not be comparable to similarly-titled performance indicators used
by other companies.
Comparable Sales
We consider comparable sales to be an important indicator of our current
performance, and investors may find it useful as such. Comparable sales results
are important to achieve leveraging of our costs, including occupancy, selling
salaries, depreciation, etc. Comparable sales also have a direct impact on our
total net revenue, cash and working capital. We define "comparable sales" as
sales from stores open longer than one year, beginning with the first day a
store has comparable sales (which we refer to in this report as "same store
sales"), and sales from websites operated longer than one year and direct mail
catalog sales (which we refer to in this report as "comparable direct sales").
Temporarily closed stores are excluded from the comparable sales calculation if
closed for more than seven days. Expanded stores are excluded from the
comparable sales calculation until the first day an expanded store has
comparable prior year sales. Current year foreign exchange rates are applied to
both current year and prior year comparable sales to achieve a consistent basis
for comparison. We have not disclosed comparable sales for the first quarter of
Fiscal 2022, as we believe that overall sales are a more meaningful metric
during this period due to the impact of the COVID-19 pandemic.
Results of Operations - First Quarter of Fiscal 2022 Compared to First Quarter
of Fiscal 2021
Our net sales in the first quarter of Fiscal 2022 increased 92.9% to $538.7
million compared to $279.2 million in the first quarter of Fiscal 2021, driven
by increased store sales resulting from the reopening of stores that were closed
in the back half of the first quarter of Fiscal 2021 due to the COVID-19
pandemic, digital comparable growth of 43% and increased wholesale sales. Stores
were open approximately 90% of possible days in the first quarter of Fiscal 2022
as compared to 50% in the first quarter of Fiscal 2021.
Gross margin increased 114.5% to $257.7 million in the first quarter of Fiscal
2022 from $120.1 million in the first quarter of Fiscal 2021 and increased as a
percentage of net sales from 43.0% to 47.8%, reflecting increased gross margin
as a percentage of net sales in all of our operating business units primarily
due to fewer markdowns at Journeys Group, lower shipping and warehouse expense,
a higher mix of full price product at Schuh Group and the mix of our
businesses. The lower shipping and warehouse expense in the first quarter this
year is a result of reduced e-commerce penetration in Fiscal 2022 as well as the
ability to leverage fixed warehouse expenses as a result of higher revenue.
Selling and administrative expenses in the first quarter of Fiscal 2022
increased 26.7% but decreased as a percentage of net sales from 67.7% to 44.5%,
reflecting decreased expenses as a percentage of net sales in all of our
operating business units. The decrease in expenses in Fiscal 2022 was primarily
due to greater leverage of fixed expenses as a result of the significant
increase in revenue as well as reduced occupancy expense, partially offset by
increased performance based compensation expense. The reduction in occupancy
expense is driven in part by rent abatement agreements with landlords and
government relief programs and rent reductions. Explanations of the changes in
results of operations are provided by business segment in discussions following
these introductory paragraphs.
Earnings from continuing operations before income taxes ("pretax earnings") for
the first quarter of Fiscal 2022 were $14.8 million compared to a loss from
continuing operations before income taxes ("pretax loss") of $(156.8) million
for the first quarter of Fiscal 2021. Pretax earnings for the first quarter of
Fiscal 2022 included asset impairments and other charges of $2.7 million for
professional fees related to the actions of an activist shareholder and retail
store asset impairments. The pretax loss for the first quarter of Fiscal 2021
included a goodwill impairment charge of $79.3 million and asset impairments and
other charges of $7.9 million for retail store and intangible asset impairments,
partially offset by the release of an earn-out related to the Togast
acquisition.
We recorded an effective income tax rate of 40.1% and 14.1% in the first quarter
of Fiscal 2022 and Fiscal 2021, respectively. The tax rate for the first quarter
of Fiscal 2022 is higher than Fiscal 2021 primarily due to the inability to
recognize a tax benefit for certain foreign losses and a higher mix of earnings
in jurisdictions where we generate taxable income. Additionally, the tax rate
for the first quarter of Fiscal 2021 was unusually low due primarily to the
non-deductibility of the Schuh Group goodwill impairment charge as well as the
inability to recognize a tax benefit for certain foreign losses.
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Net earnings for the first quarter of Fiscal 2022 were $8.9 million, or $0.60
diluted earnings per share compared to a net loss of $(134.8) million, or
($9.55) diluted loss per share for the first quarter of Fiscal 2021.
Journeys Group
Three Months Ended
%
May 1, 2021 May 2, 2020 Change
(dollars in thousands)
Net sales $ 376,548 $ 168,925 122.9 %
Operating income (loss) $ 33,124 $ (37,083 ) NM
Operating margin
8.8 % (22.0 )%
Net sales from Journeys Group increased 122.9% to $376.5 million for the first
quarter of Fiscal 2022, compared to $168.9 million for the first quarter of
Fiscal 2021, primarily due to increased store sales, resulting from the
reopening of stores that were closed in the back half of the first quarter of
Fiscal 2021 due to the COVID-19 pandemic, and increased digital comparable
sales. Journeys Group operated 1,143 stores at the end of the first quarter of
Fiscal 2022, including 230 Journeys Kidz stores, 47 Journeys stores in Canada
and 37 Little Burgundy stores in Canada, compared to 1,171 stores at the end of
the first quarter of last year, including 233 Journeys Kidz stores, 46 Journeys
stores in Canada and 39 Little Burgundy stores in Canada.
Journeys Group had operating income of $33.1 million for the first quarter of
Fiscal 2022 compared to a loss of $(37.1) million for the first quarter of
Fiscal 2021. The increase of $70.2 million in operating income for Journeys
Group was due to (i) increased net sales, (ii) increased gross margin as a
percentage of net sales, reflecting decreased markdowns and decreased shipping
and warehouse expense and (iii) decreased selling and administrative expenses as
a percentage of net sales due to greater leverage of fixed expenses as a result
of the increased revenue, partially offset by increased performance based
compensation expense.
Schuh Group
Three Months Ended
%
May 1, 2021 May 2, 2020 Change
(dollars in thousands)
Net sales $ 68,711 $ 47,165 45.7 %
Operating loss $ (3,847 ) $ (15,086 ) 74.5 %
Operating margin (5.6 )% (32.0 )%
Net sales from Schuh Group increased 45.7% to $68.7 million for the first
quarter of Fiscal 2022 compared to $47.2 million for the first quarter of Fiscal
2021, primarily due to increased digital comparable sales and the favorable
impact of $6.6 million due to changes in foreign exchange rates, partially
offset by decreased store sales. Stores were open for less than 20% of the
possible operating days during the first quarter of Fiscal 2022 due to
government mandated lockdowns that began during the fourth quarter of Fiscal
2021 and were lifted throughout April and May 2021. Schuh Group operated 123
stores at the end of the first quarter of Fiscal 2022, compared to 127 stores at
the end of the first quarter of last year.
Schuh Group had an operating loss of $3.8 million for the first quarter of
Fiscal 2022 compared to an operating loss of $15.1 million for the first quarter
of Fiscal 2021. The decrease in operating loss this year reflects (i) increased
net sales, (ii) increased gross margin as a percentage of net sales, reflecting
a higher mix of full price product, partially offset by increased shipping and
warehouse expense and (iii) decreased selling and administrative expenses as a
percentage of net sales, reflecting decreased occupancy expense primarily as a
result of rent abatement agreements with our landlords and savings from the
government program in the U.K. providing property tax relief, grant income from
the U.K. and ROI governments and reduced expenses and greater leverage of fixed
expenses as a result of the increased revenue, partially offset by increased
marketing expenses. In addition, the operating loss included an unfavorable
impact of $0.2 million due to changes in foreign exchange rates compared to last
year.
Johnston & Murphy Group
Three Months Ended
%
May 1, 2021 May 2, 2020 Change
(dollars in thousands)
Net sales $ 48,762 $ 38,849 25.5 %
Operating loss $ (3,180 ) $ (9,584 ) 66.8 %
Operating margin (6.5 )% (24.7 )%
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Johnston & Murphy Group net sales increased 25.5% to $48.8 million for the first
quarter of Fiscal 2022 from $38.8 million for the first quarter of Fiscal 2021,
primarily due to increased store sales, resulting from the reopening of stores
closed in the back half of the first quarter of Fiscal 2021 due to the COVID-19
pandemic, and increased digital comparable sales and increased wholesale
sales. Retail operations accounted for 74.5% of Johnston & Murphy Group's sales
in the first quarter of Fiscal 2022, up from 71.9% in the first quarter of last
year. The store count for Johnston & Murphy retail operations at the end of the
first quarter of Fiscal 2022 was 178 stores, including eight stores in Canada,
compared to 181 stores, including eight stores in Canada, at the end of the
first quarter of Fiscal 2021.
Johnston & Murphy Group had an operating loss of $3.2 million for the first
quarter of Fiscal 2022 compared to an operating loss of $9.6 million for the
first quarter of Fiscal 2021. The decrease in the loss was primarily due to (i)
increased net sales, (ii) increased gross margin as a percentage of net sales
reflecting decreased shipping and warehouse expense and a higher mix of retail
product and (iii) decreased selling and administrative expenses as a percentage
of net sales due to reduced expenses and greater leverage of fixed expenses as a
result of the increased revenue.
Licensed Brands
Three Months Ended
%
May 1, 2021 May 2, 2020 Change
(dollars in thousands)
Net sales $ 44,674 $ 24,293 83.9 %
Operating income (loss) $ 2,561 $ (2,501 ) NM
Operating margin 5.7 % (10.3 )%
Licensed Brands' net sales increased 83.9% to $44.7 million for the first
quarter of Fiscal 2022, from $24.3 million for the first quarter of Fiscal 2021,
reflecting increased sales in all of our licensed brands as customers began to
recover from the pandemic and we were able to drive more orders.
Licensed Brands' operating income was $2.6 million for the first quarter of
Fiscal 2022 compared to an operating loss of $2.5 million in the first quarter
of Fiscal 2021. The $5.1 million increase in operating income was primarily due
to (i) increased net sales, (ii) increased gross margin as a percentage of net
sales as the prior year gross margin was impacted by pre-acquisition royalty and
commission cost and (iii) decreased selling and administrative expenses as a
percentage of net sales reflecting decreased bad debt, compensation and shipping
expenses, partially offset by increased royalty and performance based
compensation expenses.
Corporate, Interest Expenses and Other Charges
Corporate and other expense for the first quarter of Fiscal 2022 was $13.1
million compared to $12.5 million for first quarter of Fiscal 2021. Corporate
expense in the first quarter of Fiscal 2022 included a $2.7 million charge in
asset impairment and other charges for professional fees related to the actions
of an activist shareholder and retail store asset impairments. Corporate expense
in the first quarter of Fiscal 2021 included a $7.9 million charge in asset
impairment and other charges for retail store and intangible asset impairments,
partially offset by the release of an earnout related to the Togast acquisition.
The corporate expense increase, excluding asset impairment and other charges,
reflected increased performance based compensation expense among other things.
Net interest expense decreased to $0.7 million for the first quarter of Fiscal
2022 compared to net interest expense of $0.9 million for the first quarter of
Fiscal 2021 primarily reflecting decreased average borrowings in the first
quarter this year.
Liquidity and Capital Resources
The impacts of the COVID-19 pandemic have adversely affected our results of
operations. In response to the business disruption caused by the COVID-19
pandemic, we have taken actions described above in the "COVID-19 Update" section
of Management's Discussion and Analysis of Financial Condition and Results of
Operations.
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