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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): March 2, 2011 |
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Foot Locker, Inc. |
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(Exact Name of Registrant as Specified in its Charter) |
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New York |
1-10299 |
13-3513936 |
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(State or other Jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
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of Incorporation) |
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Identification No.) |
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112 West 34th Street, New York, New York |
10120 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: 212-720-3700
Former Name/Address
(Former name or former address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02. |
Results of Operation and Financial Condition |
On March 2, 2011, Foot Locker, Inc. (the “Company”) issued a press release announcing its operating results for the fourth quarter and full year 2010. The press release includes a non-GAAP financial measure of fourth quarter and full-year 2010 net income before the write-down of assets, net of the partial recovery of a short-term investment that was written down in 2008. The release also includes for 2009 a non-GAAP financial measure of fourth quarter and full-year 2009 net income before inventory write-downs, corporate restructuring costs, the write-down of long-lived assets, and an income tax adjustment. The Company believes these non-GAAP financial measures provide useful information to investors because they allow for a more direct comparison of the Company’s performance for the fourth quarter and full year 2010 to the Company’s performance in the comparable prior-year periods. The non-GAAP financial measure is provided in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with GAAP. A reconciliation to GAAP is provided in the Condensed Consolidated Statements of Operations.
A copy of the press release is furnished as Exhibit 99.1, which, in its entirety, is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits |
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(c) |
Exhibits |
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99.1 |
Press Release of Foot Locker, Inc. dated March 2, 2011 reporting operating results for the fourth quarter and full year 2010. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FOOT LOCKER, INC. |
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(Registrant) |
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Date: March 2, 2011 |
By: |
/s/ Robert W. McHugh |
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Executive Vice President and |
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Chief Financial Officer |
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EXHIBIT 99.1
NEWS RELEASE
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Contact: |
Peter D. Brown |
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Senior Vice President, |
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Chief Information Officer |
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and Investor Relations |
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Foot Locker, Inc. |
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(212)720-4254 |
FOOT LOCKER, INC. REPORTS 2010 FOURTH QUARTER RESULTS
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• |
Net Income of $0.36 Per Share |
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• |
Non–GAAP Net Income Per Share Increases 63 Percent to $0.39 |
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• |
Comp-Store Sales Increase 7.3 percent |
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Gross Margin Rate Increases 320 basis points |
NEW YORK, NY, March 2, 2011 – Foot Locker, Inc. (NYSE: FL), the New York-based specialty athletic retailer, today reported financial results for its fourth quarter and full year ended January 29, 2011.
Fourth Quarter Financial Results
The Company reported net income of $57 million, or
$0.36 per share, for the fourth quarter of 2010. These results included an
after-tax charge of $4 million ($0.03 per share) for the write-down of assets,
net of the partial recovery of a short-term investment that was written down in
2008. In the year-ago period, the Company reported net income of $23 million, or
$0.14 per share, which included after-tax charges of $16 million ($0.10 per
share) related to inventory write-downs, corporate restructuring costs and an
income tax adjustment.
Excluding the net charges in both years, fourth quarter non-GAAP net income was $61 million, or $0.39 per share, in 2010 versus $39 million, or $0.24 per share, in 2009. This represents a 63 percent increase in the adjusted net income per share amounts.
Fourth quarter comparable-store sales increased 7.3 percent. Total fourth quarter sales increased 5.1 percent to $1,392 million this year, compared with sales of $1,325 million for the corresponding prior-year period. Excluding the effect of foreign currency fluctuations, total sales for the thirteen-week period increased 6.5 percent.
“The significant increase in our fourth quarter net income resulted from strong comparable-store sales growth and gross margin rate expansion, as well as effective expense management,” stated Ken C. Hicks, Chairman of the Board and Chief Executive Officer of Foot Locker, Inc. “We are very encouraged with the ongoing improvement in our operating performance, as the initial steps we are taking in executing our new strategic plan have led to positive strides toward achieving our long-term financial objectives. Heading into 2011, we will remain focused on the further implementation of our strategic initiatives, which we believe will lead to continued profitable growth of our business.”
Fiscal Year Financial Results
For the fiscal year, the Company reported net
income of $169 million, or $1.07 per share. These results included the fourth
quarter net charges of $4 million ($0.03 per share). Last year, the Company
reported net income of $48 million, or $0.30 per share, including an inventory
write-down, corporate restructuring charges, the write-down of long-lived
assets, and an income tax adjustment that totaled $38 million, after-tax, or
$0.24 per share.
-- MORE --
Foot Locker, Inc. 112 West 34th Street, New York, NY 10120
Excluding the net charges in both years, full year non-GAAP net income was $173 million, or $1.10 per share, in 2010 versus $86 million, or $0.54 per share, in 2009.
Comparable-store sales increased 5.8 percent in 2010, and total sales increased 4.0 percent to $5,049 million, compared with sales of $4,854 million last year. Excluding the effect of foreign currency fluctuations, total sales for the full year increased 4.6 percent.
Financial Position
The Company’s merchandise inventory at year end
was $1,059 million, which was $22 million, or 2.1 percent, higher than at the
end of last year. The Company currently believes that its inventory is
positioned well for 2011.
During the fourth quarter of 2010, the Company repurchased 705,000 shares of its common stock for $13.7 million under the Company’s $250 million share repurchase program. For the fiscal year, the Company repurchased 3.2 million shares of common stock for $49.6 million and paid quarterly dividends to shareholders totaling $93 million. As announced last month, the Company increased its quarterly dividend by 10 percent, beginning with its first quarter 2011 dividend payment.
At year end 2010, the Company’s cash and short-term investments totaled $696 million, while the debt on its balance sheet was $137 million. The Company’s total cash position, net of debt, was $108 million higher than at the same time last year.
Store Base Update
The Company opened 43 stores, remodeled or
relocated 171 stores, and closed 117 stores during fiscal 2010. At January 29,
2011, the Company operated 3,426 stores in 21 countries in North America,
Europe, and Australia. In addition, 26 franchised stores are currently
operating in the Middle East and South Korea.
The Company is hosting a live conference call at 9:00 a.m. (ET) on Thursday, March 3, 2011, to discuss these results and provide some comments on the current business environment. This conference call may be accessed live from the Investor Relations section of the Foot Locker, Inc. website at http://www.footlocker-inc.com. The conference call will be available for webcast replay until 5:00 p.m. on Thursday, March 10, 2011.
Disclosure Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of the federal securities laws. Other than statements of historical facts, all statements which address activities, events, or developments that the Company anticipates will or may occur in the future, including, but not limited to, such things as future capital expenditures, expansion, strategic plans, dividend payments, stock repurchases, growth of the Company’s business and operations, including future cash flows, revenues, and earnings, and other such matters, are forward-looking statements. These forward-looking statements are based on many assumptions and factors which are detailed in the Company’s filings with the Securities and Exchange Commission, including the effects of currency fluctuations, customer demand, fashion trends, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company’s merchandise mix and retail locations, the Company’s reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor), pandemics and similar major health concerns, unseasonable weather, further deterioration of global financial markets, economic conditions worldwide, further deterioration of business and economic conditions, any changes in business, political and economic conditions due to the threat of future terrorist activities in the United States or in other parts of the world and related U.S. military action overseas, the ability of the Company to execute its business and strategic plans effectively with regard to each of its business units, and risks associated with foreign global sourcing, including political instability, changes in import regulations, and disruptions to transportation services and distribution. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise.
-- MORE --
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FOOT LOCKER, INC. |
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Condensed Consolidated Statements of Operations |
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(unaudited) |
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Periods ended January 29, 2011 and January 30, 2010 |
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(In millions, except per share amounts) |
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Fourth Quarter 2010 |
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Fourth Quarter 2009 |
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GAAP |
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Adjustments |
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Non-GAAP, |
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GAAP |
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Adjustments |
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Non-GAAP, |
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Sales |
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$ |
1,392 |
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$ |
— |
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$ |
1,392 |
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$ |
1,325 |
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$ |
— |
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$ |
1,325 |
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Cost of sales (1) |
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962 |
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— |
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962 |
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958 |
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(14 |
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944 |
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Selling, general and administrative expenses |
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303 |
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— |
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303 |
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295 |
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— |
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295 |
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Depreciation and amortization |
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27 |
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— |
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27 |
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27 |
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— |
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27 |
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Impairment / other charges (2) |
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10 |
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(10 |
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— |
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5 |
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(5 |
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— |
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Other (income) (3) |
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(2 |
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2 |
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— |
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(1 |
) |
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— |
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(1 |
) |
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Interest expense, net |
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2 |
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— |
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2 |
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2 |
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— |
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2 |
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1,302 |
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(8 |
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1,294 |
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1,286 |
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(19 |
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1,267 |
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Income from continuing operations before income taxes |
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90 |
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8 |
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98 |
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39 |
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19 |
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58 |
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Income tax expense (4) |
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33 |
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4 |
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37 |
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16 |
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3 |
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19 |
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Income from continuing operations |
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57 |
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4 |
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61 |
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23 |
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16 |
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39 |
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Discontinued operations, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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$ |
57 |
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$ |
4 |
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$ |
61 |
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$ |
23 |
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$ |
16 |
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$ |
39 |
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Diluted EPS: |
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Income from continuing operations |
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$ |
0.36 |
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$ |
0.03 |
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$ |
0.39 |
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$ |
0.14 |
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$ |
0.10 |
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$ |
0.24 |
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Discontinued operations, net of tax |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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$ |
0.36 |
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$ |
0.03 |
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$ |
0.39 |
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$ |
0.14 |
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$ |
0.10 |
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$ |
0.24 |
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Weighted-average diluted shares outstanding |
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156.2 |
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— |
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156.2 |
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156.9 |
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— |
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156.9 |
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Footnotes to explain adjustments
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(1) |
2009 amount relates to an inventory write-down to meet the Company’s new aging standard. |
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(2) |
2010 amount reflects the write-down of CCS intangible assets. |
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2009 amount reflects costs of organizational changes related to its Lady Foot Locker business and corporate staff. |
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(3) |
2010 amount reflects the partial recovery of a short-term investment that was written down in 2008. |
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(4) |
2010 and 2009 amounts reflect the income tax effect of the pre-tax adjustments highlighted in footnotes above. |
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2009 amount includes the effect of a change in Canadian income tax rates on the Company’s deferred tax benefits. |
-- MORE --
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FOOT LOCKER, INC. |
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Condensed Consolidated Statements of Operations |
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(unaudited) |
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Periods ended January 29, 2011 and January 30, 2010 |
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(In millions, except per share amounts) |
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Year-To-Date 2010 |
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Year-To-Date 2009 |
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GAAP |
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Adjustments |
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Non-GAAP, |
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GAAP |
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Adjustments |
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Non-GAAP, |
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Sales |
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$ |
5,049 |
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$ |
— |
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$ |
5,049 |
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$ |
4,854 |
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$ |
— |
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$ |
4,854 |
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Cost of sales (1) |
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3,533 |
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— |
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3,533 |
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3,522 |
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(14 |
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3,508 |
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Selling, general and administrative expenses |
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|
1,138 |
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— |
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1,138 |
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|
1,099 |
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|
— |
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|
1,099 |
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Depreciation and amortization |
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|
106 |
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|
— |
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|
106 |
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|
112 |
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— |
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|
112 |
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Impairment / other charges (2) |
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10 |
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(10 |
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— |
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41 |
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(41 |
) |
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— |
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Other (income) (3) |
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(4 |
) |
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2 |
|
|
(2 |
) |
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(3 |
) |
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— |
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(3 |
) |
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Interest expense, net |
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9 |
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— |
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|
9 |
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|
10 |
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— |
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|
10 |
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|
4,792 |
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(8 |
) |
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4,784 |
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|
4,781 |
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(55 |
) |
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4,726 |
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|
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|
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|
|
|
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Income from continuing operations before income taxes |
|
|
257 |
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|
8 |
|
|
265 |
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|
73 |
|
|
55 |
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|
128 |
|
|
Income tax expense (4) |
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|
88 |
|
|
4 |
|
|
92 |
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|
26 |
|
|
17 |
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|
43 |
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|
|
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|
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|
|
|
|
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|
|
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|
Income from continuing operations |
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|
169 |
|
|
4 |
|
|
173 |
|
|
47 |
|
|
38 |
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|
85 |
|
|
Discontinued operations, net of tax |
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|
— |
|
|
— |
|
|
— |
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|
1 |
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|
— |
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|
1 |
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Net income |
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$ |
169 |
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$ |
4 |
|
$ |
173 |
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$ |
48 |
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$ |
38 |
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$ |
86 |
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Diluted EPS: |
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Income from continuing operations |
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$ |
1.07 |
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$ |
0.03 |
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$ |
1.10 |
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$ |
0.30 |
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$ |
0.24 |
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$ |
0.54 |
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|
Discontinued operations, net of tax |
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|
— |
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|
— |
|
|
— |
|
|
— |
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|
— |
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— |
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|
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|
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Net income |
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$ |
1.07 |
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$ |
0.03 |
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$ |
1.10 |
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$ |
0.30 |
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$ |
0.24 |
|
$ |
0.54 |
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|
|
|
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Weighted-average diluted shares outstanding |
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|
156.7 |
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|
— |
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|
156.7 |
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|
156.3 |
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|
— |
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|
156.3 |
|
Footnotes to explain adjustments
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|
|
|
|
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(1) |
2009 amount relates to an inventory write-down to meet the Company’s new aging standard. |
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|
|
|
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(2) |
2010 amount reflects the write-down of CCS intangible assets. |
|
|
|
2009 amount reflects costs of organizational changes related to its Lady Foot Locker business and corporate staff and charges to write-down long-lived assets of the Company’s U.S. store operations. |
|
|
|
|
|
|
(3) |
2010 amount reflects the partial recovery of a short-term investment that was written down in 2008. |
|
|
|
|
|
|
(4) |
2010 and 2009 amounts reflect the income tax effect of the pre-tax adjustments highlighted in footnotes above. |
|
|
|
2009 amount includes the effect of a change in Canadian income tax rates on the Company’s deferred tax benefits. |
-- MORE --
|
|
|
FOOT LOCKER, INC. |
|
Condensed Consolidated Balance Sheets |
|
(unaudited) |
|
(In millions) |
|
|
|
|
|
|
|
|
|
|
|
|
January 29, |
|
January 30, |
|
||
|
|
|
|
|
|
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Cash, cash equivalents and short-term investments |
|
$ |
696 |
|
$ |
589 |
|
|
Merchandise inventories |
|
|
1,059 |
|
|
1,037 |
|
|
Other current assets |
|
|
179 |
|
|
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,934 |
|
|
1,772 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
386 |
|
|
387 |
|
|
Deferred tax assets |
|
|
296 |
|
|
362 |
|
|
Other assets |
|
|
280 |
|
|
295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,896 |
|
$ |
2,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
223 |
|
$ |
215 |
|
|
Accrued and other liabilities |
|
|
266 |
|
|
218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
489 |
|
|
433 |
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and obligations under capital leases |
|
|
137 |
|
|
138 |
|
|
Other liabilities |
|
|
245 |
|
|
297 |
|
|
SHAREHOLDERS’ EQUITY |
|
|
2,025 |
|
|
1,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,896 |
|
$ |
2,816 |
|
|
|
|
|
|
|
|
|
|
-- MORE --
|
|
|
FOOT LOCKER, INC. |
|
Stores and Estimated Square Footage |
|
(unaudited) |
|
(Square footage in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 29, |
|
January 30, |
|
January 31, |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Foot Locker U.S. |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
1,144 |
|
|
1,171 |
|
|
1,218 |
|
|
Gross square footage |
|
|
4,600 |
|
|
4,744 |
|
|
4,953 |
|
|
Selling square footage |
|
|
2,726 |
|
|
2,812 |
|
|
2,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Footaction |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
307 |
|
|
319 |
|
|
335 |
|
|
Gross square footage |
|
|
1,413 |
|
|
1,471 |
|
|
1,568 |
|
|
Selling square footage |
|
|
888 |
|
|
926 |
|
|
974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lady Foot Locker |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
378 |
|
|
415 |
|
|
486 |
|
|
Gross square footage |
|
|
838 |
|
|
915 |
|
|
1,077 |
|
|
Selling square footage |
|
|
482 |
|
|
524 |
|
|
615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kids Foot Locker |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
294 |
|
|
301 |
|
|
305 |
|
|
Gross square footage |
|
|
706 |
|
|
718 |
|
|
734 |
|
|
Selling square footage |
|
|
411 |
|
|
422 |
|
|
434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Champs Sports |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
540 |
|
|
552 |
|
|
565 |
|
|
Gross square footage |
|
|
2,880 |
|
|
2,946 |
|
|
3,034 |
|
|
Selling square footage |
|
|
1,910 |
|
|
1,953 |
|
|
2,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CCS |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
12 |
|
|
2 |
|
|
— |
|
|
Gross square footage |
|
|
31 |
|
|
6 |
|
|
— |
|
|
Selling square footage |
|
|
20 |
|
|
4 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foot Locker International |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
751 |
|
|
740 |
|
|
732 |
|
|
Gross square footage |
|
|
2,167 |
|
|
2,155 |
|
|
2,135 |
|
|
Selling square footage |
|
|
1,101 |
|
|
1,094 |
|
|
1,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Stores Operated |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
3,426 |
|
|
3,500 |
|
|
3,641 |
|
|
Gross square footage |
|
|
12,635 |
|
|
12,955 |
|
|
13,501 |
|
|
Selling square footage |
|
|
7,538 |
|
|
7,735 |
|
|
8,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Franchised Stores |
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
26 |
|
|
22 |
|
|
17 |
|
|
Gross square footage |
|
|
84 |
|
|
78 |
|
|
62 |
|
|
Selling square footage |
|
|
55 |
|
|
53 |
|
|
42 |
|
-XXX-