Kirkland's, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended: May 3, 2008
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Commission file number: 000-49885 |
KIRKLANDS, INC.
(Exact name of registrant as specified in its charter)
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Tennessee
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62-1287151 |
(State or other jurisdiction of
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(IRS Employer Identification No.) |
incorporation or organization) |
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431 Smith Lane |
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Jackson, Tennessee
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38301 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (615) 872-4995
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES
þ NO
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o Non-accelerated filer o
Smaller reporting company x
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). YES o NO þ
As of May 24, 2008, 19,614,657 shares of the Registrants Common Stock, no par value, were
outstanding.
KIRKLANDS, INC.
TABLE OF CONTENTS
2
KIRKLANDS, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share data)
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May 3, |
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February 2, |
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May 5, |
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2008 |
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2008 |
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2007 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
5,668 |
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$ |
5,820 |
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$ |
293 |
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Inventories, net |
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41,578 |
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41,246 |
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49,221 |
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Income taxes receivable |
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866 |
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2,900 |
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4,272 |
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Prepaid expenses and other current assets. |
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6,185 |
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7,968 |
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6,483 |
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Land and building held for sale |
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2,938 |
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2,938 |
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3,006 |
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Deferred income taxes |
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2,417 |
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Total current assets |
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57,235 |
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60,872 |
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65,692 |
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Property and equipment, net |
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55,208 |
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60,064 |
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66,541 |
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Other assets |
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1,219 |
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1,196 |
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2,727 |
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Total assets |
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$ |
113,662 |
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$ |
122,132 |
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$ |
134,960 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Revolving line of credit |
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$ |
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$ |
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$ |
1,442 |
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Accounts payable |
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15,271 |
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15,786 |
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15,985 |
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Accrued expenses |
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14,033 |
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16,576 |
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14,297 |
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Current portion of deferred rent |
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8,488 |
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8,990 |
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7,467 |
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Total current liabilities |
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37,792 |
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41,352 |
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39,191 |
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Deferred rent |
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32,577 |
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34,460 |
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32,486 |
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Other liabilities |
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3,208 |
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3,750 |
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2,674 |
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Total liabilities |
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73,577 |
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79,562 |
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74,351 |
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Shareholders equity: |
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Common stock, no par value; 100,000,000
shares authorized; 19,614,657, 19,585,093
and 19,634,439 shares issued and
outstanding at May 3, 2008, February 2,
2008 and May 5, 2007, respectively |
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141,401 |
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141,334 |
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140,966 |
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Accumulated deficit |
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(101,316 |
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(98,764 |
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(80,357 |
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Total shareholders equity |
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40,085 |
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42,570 |
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60,609 |
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Total liabilities and shareholders equity |
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$ |
113,662 |
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$ |
122,132 |
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$ |
134,960 |
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The accompanying notes are an integral part of these financial statements.
3
KIRKLANDS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
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13-Week Period Ended |
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May 3, |
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May 5, |
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2008 |
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2007 |
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Net sales |
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$ |
84,077 |
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$ |
82,314 |
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Cost of sales (exclusive of
depreciation and amortization as
shown below) |
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57,169 |
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60,083 |
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Gross profit |
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26,908 |
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22,231 |
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Operating expenses: |
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Compensation and benefits |
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15,942 |
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18,221 |
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Other operating expenses |
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8,757 |
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11,418 |
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Impairment charge |
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352 |
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273 |
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Depreciation and amortization |
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4,682 |
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5,017 |
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Total operating expenses |
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29,733 |
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34,929 |
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Operating loss |
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(2,825 |
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(12,698 |
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Interest expense |
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30 |
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27 |
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Interest income |
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(31 |
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(179 |
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Other (income) expense, net |
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(272 |
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(58 |
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Loss before income taxes |
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(2,552 |
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(12,488 |
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Income tax provision (benefit) |
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(4,989 |
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Net loss |
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$ |
(2,552 |
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$ |
(7,499 |
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Basic and diluted loss per share |
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$ |
(0.13 |
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$ |
(0.38 |
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Basic and diluted weighted average
number of shares outstanding |
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19,606 |
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19,483 |
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The accompanying notes are an integral part of these financial statements.
4
KIRKLANDS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (UNAUDITED)
(in thousands, except share data)
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Common Stock |
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Total |
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Accumulated |
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Shareholders' |
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Shares |
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Amount |
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Deficit |
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Equity |
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Balance at February 2, 2008 |
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19,585,093 |
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$ |
141,334 |
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$ |
(98,764 |
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$ |
42,570 |
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Exercise of employee stock
options and employee stock
purchases |
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29,564 |
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21 |
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21 |
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Stock compensation |
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46 |
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46 |
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Net loss |
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(2,552 |
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(2,552 |
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Balance at May 3, 2008 |
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19,614,657 |
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$ |
141,401 |
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$ |
(101,316 |
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$ |
40,085 |
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The accompanying notes are an integral part of these financial statements.
5
KIRKLANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
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13-Week Period Ended |
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May 3, |
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May 5, |
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2008 |
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2007 |
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Cash flows from operating activities: |
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Net loss |
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$ |
(2,552 |
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$ |
(7,499 |
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Adjustments
to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation of property and equipment |
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4,682 |
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5,017 |
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Amortization of landlord construction allowance |
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(2,630 |
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(1,789 |
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Amortization of debt issue costs |
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7 |
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5 |
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Impairment charge |
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352 |
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273 |
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Loss on disposal of property and equipment |
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255 |
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139 |
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Stock compensation |
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46 |
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171 |
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Cumulative effect of change in accounting principle |
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(79 |
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Deferred income taxes |
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(2,101 |
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Changes in assets and liabilities: |
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Inventories, net |
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(332 |
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(4,431 |
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Prepaid expenses and other current assets |
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1,783 |
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(1,084 |
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Other noncurrent assets |
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(30 |
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(156 |
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Accounts payable |
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(515 |
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(4,587 |
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Income taxes receivable / payable |
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2,034 |
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(5,268 |
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Accrued expenses and other current and noncurrent liabilities |
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(2,840 |
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(1,490 |
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Net cash provided by (used in) operating activities |
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260 |
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(22,879 |
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Cash flows from investing activities: |
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Proceeds from sale of property and equipment |
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816 |
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Capital expenditures |
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(1,249 |
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(3,662 |
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Net cash used in investing activities |
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(433 |
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(3,662 |
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Cash flows from financing activities: |
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Borrowings on revolving line of credit |
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4,904 |
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Repayments on revolving line of credit |
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(3,462 |
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Exercise of stock options and employee stock purchases |
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21 |
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34 |
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Net cash provided by financing activities |
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21 |
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1,476 |
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Cash and cash equivalents: |
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Net decrease |
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(152 |
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(25,065 |
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Beginning of the period |
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5,820 |
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25,358 |
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End of the period |
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$ |
5,668 |
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$ |
293 |
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The accompanying notes are an integral part of these financial statements.
6
KIRKLANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 Basis of Presentation
Kirklands, Inc. (the Company) is a specialty retailer of home décor with 325 stores in 34
states as of May 3, 2008. The consolidated financial statements of the Company include the accounts
of Kirklands, Inc. and its wholly-owned subsidiaries Kirklands Stores, Inc. and Kirklands.com,
Inc. Significant intercompany accounts and transactions have been eliminated.
The accompanying unaudited consolidated financial statements have been prepared in accordance
with U.S. generally accepted accounting principles for interim financial information and with
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and notes required by U.S. generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, including normal recurring
accruals, considered necessary for a fair presentation have been included. These financial
statements should be read in conjunction with the audited financial statements included in the
Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 1,
2008.
It should be understood that accounting measurements at interim dates inherently involve
greater reliance on estimates than those at fiscal year end. In addition, because of seasonality
factors, the results of the Companys operations for the 13-week period ended May 3, 2008, are not
indicative of the results to be expected for any other interim period or for the entire fiscal
year. The Companys fiscal year ends on the Saturday closest to January 31, resulting in years of
either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the
Saturday closest to January 31 of the following year.
The preparation of the consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from the estimates and assumptions used.
Changes in estimates are recognized in the period when new information becomes available to
management. Areas where the nature of the estimate makes it reasonably possible that actual
results could materially differ from amounts estimated include: impairment assessments on
long-lived assets, inventory reserves, self-insurance reserves, income tax liabilities, stock-based
compensation, gift certificate and gift card breakage, customer loyalty program accruals and
contingent liabilities.
Note 2 Impairments
The Company reviews long-lived assets with definite lives at least annually and whenever
events or changes in circumstances indicate that the carrying value of the asset may not be
recoverable. This review includes the evaluation of individual underperforming retail stores and
assessing the recoverability of the carrying value of the fixed assets related to the store. Future
cash flows are projected for the remaining lease life. If the estimated future cash flows are less
than the carrying value of the assets, the Company records an impairment charge equal to the
difference between the assets fair value and carrying value. The fair value is estimated using a
discounted cash flow approach considering such factors as future sales levels, gross margins,
changes in rent and other expenses as well as the overall operating environment specific to that
store.
During the first quarter of fiscal 2008, the Company recorded an impairment charge totaling
approximately $352,000 for the difference in estimated fair value and the carrying value of the
fixed assets related to three stores with negative operating cash flows for the trailing 52 weeks.
7
Note 3 Income Taxes
Effective Tax Rate The Company calculates its annual effective tax rate in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. The
seasonality of the Companys business is such that the Company expects to offset losses in the
early periods of the fiscal year with income in the later periods of the year. The Company did not
record an income tax benefit for the 13-week period ended May 3, 2008 as a result of the Companys
inability to utilize any further income tax carryback benefits as well as its current forecast of a
projected loss for 2008. The Company utilized its available carryback benefit of approximately
$2.9 million as of the end of fiscal 2007 and subsequently received a federal tax refund in the
amount of approximately $2.0 million during the first quarter of fiscal 2008. The remaining
$900,000 refund is expected to be received during the second quarter of fiscal 2008.
Deferred tax assets and liabilities are recognized based on the differences between the
financial statement and the tax law treatment of certain items. Realization of certain components
of deferred tax assets is dependent upon the occurrence of future events. The Company records
valuation allowances to reduce its deferred tax assets to the amount it believes is more likely
than not to be realized. These valuation allowances can be impacted by changes in tax laws, changes
to statutory tax rates, and future taxable income levels and are based on the Companys judgment,
estimates, and assumptions regarding those future events. In the event the Company were to
determine that it would not be able to realize all or a portion of the net deferred tax assets in
the future, the Company would increase the valuation allowance through a charge to income tax
expense in the period that such determination is made. Conversely, if the Company were to determine
that it would be able to realize its deferred tax assets in the future, in excess of the net
carrying amounts, the Company would decrease the recorded valuation allowance through a decrease to
income tax expense in the period that such determination is made. As of May 3, 2008, the Company
was uncertain about its ability to use the net deferred tax assets; therefore, a full valuation
allowance continues to be recorded.
The Company provides for uncertain tax positions and the related interest and penalties, if
any, based upon managements assessment of whether a tax benefit is more likely than not to be
sustained upon examination by tax authorities. At May 3, 2008, the Company believes it has
appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in
matters for which a liability for an unrecognized tax benefit is established or is required to pay
amounts in excess of the liability, the Companys effective tax rate in a given financial statement
period may be affected. The total amount of unrecognized tax benefits that, if recognized, would
affect the effective tax rate is approximately $406,000. The Company does not currently anticipate
that the total amount of unrecognized tax benefits will significantly increase or decrease by the
end of fiscal 2008.
Note 4 Loss Per Share
Basic loss per share is based upon the weighted average number of outstanding common shares,
which excludes non-vested restricted stock. Since the Company experienced a net loss for the
13-week periods ended May 3, 2008 and May 5, 2007, all outstanding stock options are excluded from
the calculation of diluted loss per share due to their anti-dilutive impact.
Note 5 Commitments and Contingencies
The Company is party to pending legal proceedings and claims. Although the outcome of such
proceedings and claims cannot be determined with certainty, the Companys management is of the
opinion that it is remote that these proceedings and claims will have a material effect on the
financial condition, operating results or cash flows of the Company.
8
Note 6 Assets held for Sale
The Company owns a building and land in Jackson, Tennessee formerly used as its corporate
headquarters, which consists of approximately 40,000 square feet of office space. The building and
property are currently vacant and being held for sale. The Company believes the property will be
sold no later than the end of the first quarter of fiscal 2009. During the first quarter of fiscal
2008, the Company determined that the plan of sale criteria in FASB Statement No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, had been
met. The estimated net realizable value of the
land and building that is held for sale is separately presented in
the consolidated balance sheets. The balances shown at February 2,
2008 and May 5, 2007 have been reclassified to be consistent with
this presentation.
Note 7
Recent accounting pronouncements
Effective
February 3, 2008, the Company adopted SFAS No. 157, Fair Value
Measurements, which defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles,
and expands disclosure about fair value measurements. The impact of
adoption was not material.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
We are a specialty retailer of home décor in the United States, operating 325 stores in 34
states as of May 3, 2008. Our stores present a broad selection of distinctive merchandise,
including framed art, mirrors, wall décor, candles, lamps, decorative accessories, accent
furniture, textiles, garden accessories and artificial floral products. Our stores also offer an
extensive assortment of holiday merchandise as well as items carried throughout the year suitable
for giving as gifts. In addition, we use innovative design and packaging to market home décor items
as gifts. We provide our predominantly female customers an engaging shopping experience
characterized by a diverse, ever-changing merchandise selection at surprisingly attractive prices.
Our stores offer a unique combination of style and value that has led to our emergence as a
recognized name in home décor and has enabled us to develop a strong customer franchise. As a
result, we have achieved substantial growth over our history and have expanded our store base into
different regions of the country.
During
the 13 week period ended May 3, 2008, we opened 2 new stores and closed 12 stores. The
following table summarizes our stores and square footage under lease by venue type:
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Stores |
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Square Footage |
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Average Store Size |
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5/3/08 |
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|
|
|
5/5/07 |
|
|
|
|
|
|
5/3/08 |
|
|
5/5/07 |
|
|
5/3/08 |
|
|
5/5/07 |
|
Mall |
|
|
111 |
|
|
|
34 |
% |
|
|
156 |
|
|
|
45 |
% |
|
|
540,782 |
|
|
|
746,443 |
|
|
|
4,872 |
|
|
|
4,785 |
|
Off-Mall |
|
|
214 |
|
|
|
66 |
% |
|
|
191 |
|
|
|
55 |
% |
|
|
1,350,154 |
|
|
|
1,168,508 |
|
|
|
6,309 |
|
|
|
6,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
325 |
|
|
|
100 |
% |
|
|
347 |
|
|
|
100 |
% |
|
|
1,890,936 |
|
|
|
1,914,951 |
|
|
|
5,818 |
|
|
|
5,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13-Week Period Ended May 3, 2008 Compared to the 13-Week Period Ended May 5, 2007
Results of operations. The table below sets forth selected results of our operations in
dollars and expressed as a percentage of net sales for the periods indicated (dollars in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13-Week Period Ended |
|
|
|
|
|
|
May 3, 2008 |
|
|
May 5, 2007 |
|
|
Change |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Net sales |
|
$ |
84,077 |
|
|
|
100.0 |
% |
|
$ |
82,314 |
|
|
|
100.0 |
% |
|
$ |
1,763 |
|
|
|
2.1 |
% |
Cost of sales |
|
|
57,169 |
|
|
|
68.0 |
% |
|
|
60,083 |
|
|
|
73.0 |
% |
|
|
(2,914 |
) |
|
|
(4.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
26,908 |
|
|
|
32.0 |
% |
|
|
22,231 |
|
|
|
27.0 |
% |
|
|
4,677 |
|
|
|
21.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
15,942 |
|
|
|
19.0 |
% |
|
|
18,221 |
|
|
|
22.1 |
% |
|
|
(2,279 |
) |
|
|
(12.5 |
%) |
Other operating expenses |
|
|
8,757 |
|
|
|
10.4 |
% |
|
|
11,418 |
|
|
|
13.9 |
% |
|
|
(2,661 |
) |
|
|
(23.3 |
%) |
Impairment charge |
|
|
352 |
|
|
|
0.4 |
% |
|
|
273 |
|
|
|
0.3 |
% |
|
|
79 |
|
|
|
28.9 |
% |
Depreciation and
amortization |
|
|
4,682 |
|
|
|
5.6 |
% |
|
|
5,017 |
|
|
|
6.1 |
% |
|
|
(335 |
) |
|
|
(6.7 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
29,733 |
|
|
|
35.4 |
% |
|
|
34,929 |
|
|
|
42.4 |
% |
|
|
(5,196 |
) |
|
|
(14.9 |
%) |
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13-Week Period Ended |
|
|
|
|
|
|
May 3, 2008 |
|
|
May 5, 2007 |
|
|
Change |
|
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
Operating loss |
|
|
(2,825 |
) |
|
|
(3.4 |
%) |
|
|
(12,698 |
) |
|
|
(15.4 |
%) |
|
|
9,873 |
|
|
|
(77.8 |
%) |
Interest
income, net |
|
|
(1 |
) |
|
|
0.0 |
% |
|
|
(152 |
) |
|
|
(0.2 |
%) |
|
|
151 |
|
|
|
(99.3 |
%) |
Other income, net |
|
|
(272 |
) |
|
|
(0.3 |
%) |
|
|
(58 |
) |
|
|
(0.1 |
%) |
|
|
214 |
|
|
|
369.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(2,552 |
) |
|
|
(3.0 |
%) |
|
|
(12,488 |
) |
|
|
(15.2 |
%) |
|
|
9,936 |
|
|
|
(79.6 |
%) |
Income tax benefit |
|
|
0 |
|
|
|
0.0 |
% |
|
|
(4,989 |
) |
|
|
(6.1 |
%) |
|
|
4,989 |
|
|
|
(100.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
($2,552 |
) |
|
|
(3.0 |
%) |
|
|
($7,499 |
) |
|
|
(9.1 |
%) |
|
$ |
4,947 |
|
|
|
(66.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales. The overall increase in net sales was primarily due to an increase in comparable
store sales of 4.3% for the period. Comparable store sales in our mall store locations were up
9.3% for the first quarter, while comparable store sales for our off-mall store locations were up
2.0%. The comparable store sales increase was primarily due to an increase in transaction volume
driven by higher customer conversion rates offset by a slight decline in the average ticket. The
average ticket reflected an increase in items per transaction offset by a decrease in the average
retail selling price. The strongest performing categories were art, lamps, and furniture, while
the weakest performing categories were mirrors, wall décor and floral.
We opened 2 new stores during the first quarter of fiscal 2008 and 35 stores in fiscal 2007,
and we closed 12 stores during the first quarter of fiscal 2008 and 49 stores in fiscal 2007. We
ended the first quarter of fiscal 2008 with 325 stores in operation compared to 347 stores as of
the end of the first quarter of fiscal 2007, representing a 6% decrease in the store base and a 1%
decrease in total square footage under lease. The impact of these changes in the store base was
offset by the increase of 4.3% in comparable store sales for the first quarter of fiscal 2008.
Gross profit. The increase in gross profit as a percentage of net sales resulted from a
combination of factors. The merchandise margin increased from 49.9% in the first quarter of fiscal
2007 to 51.6% in the first quarter of fiscal 2008. Merchandise margin is calculated as net sales
minus product cost of sales, excluding outbound freight, store occupancy, and central distribution
costs. Merchandise markdowns were lower in the current year due to better sell through and a more
compelling product offering. Additionally, the level of promotional activity was reduced compared
to the heavy use of newspaper inserts and coupon handouts in the prior year quarter. The occupancy
ratio decreased versus the prior year period primarily due to the leveraging effect of the positive
comparable store sales. Additionally, rent reductions achieved in certain lease renewals and the
closing of underperforming stores also benefited the comparison. Freight costs were lower than the
prior year period as the shift to lower cost direct store deliveries was partly offset by higher
diesel fuel surcharges. Central distribution costs were lower than the prior year, reflecting
leverage due to the overall sales increase.
Compensation and benefits. At the store-level, the compensation and benefits expense ratio
decreased for the first quarter of fiscal 2008 as compared to the first quarter of 2007 primarily
due to the positive comparable store sales performance. At the corporate level, the compensation
and benefits ratio decreased for the first quarter of 2008 as compared to the first quarter of 2007
primarily due to the reductions in corporate salaries and benefits as a result of personnel
restructuring in late fiscal 2007.
Other operating expenses. The decrease in these operating expenses as a percentage of net
sales was primarily due to the positive comparable store sales performance and the effect of large
reductions in marketing activities as compared to the prior year period. Corporate level operating
expenses decreased as a percentage of net sales due to the positive comparable store sales
performance coupled with lower professional fees, health insurance claims costs, and travel
expenses.
Impairment charge. During the first quarter of fiscal 2008, we incurred a charge related to
the impairment of fixed assets related to certain underperforming stores in the amount of
approximately $352,000, or $0.02 per share as compared to impairment charges of $273,000 in the
prior year quarter.
10
Depreciation and amortization. The decrease in depreciation and amortization as a percentage
of sales was primarily the result of the positive comparable store sales performance combined with
a reduction in capital spending in recent periods. This decrease was offset slightly by the
accelerated depreciation on certain stores that are closing earlier than their original lease term.
Other income, net. Other income, net was higher than the prior-year
quarter primarily due to the gain on the sale of our corporate aircraft.
Income tax benefit. No income tax benefit or expense has been recorded in the
current year quarter due to our provision of a full valuation allowance against deferred tax assets
because of our cumulative losses as compared to a benefit of $5.0 million, or 40%, of pretax income
recorded in the prior year quarter.
Net loss and loss per share. As a result of the foregoing, we reported a net loss of $2.6
million, or ($0.13) per share, for the first quarter of fiscal 2008 as compared to a net loss of
$7.5 million, or ($0.38) per share, for the first quarter of fiscal 2007.
Liquidity and Capital Resources
Our principal capital requirements are for working capital and capital expenditures. Working
capital consists mainly of merchandise inventories offset by accounts payable, which typically
reach their peak by the end of the third quarter of each fiscal year. Capital expenditures
primarily relate to new store openings; existing store expansions, remodels or relocations; and
purchases of equipment or information technology assets for our stores, distribution facilities or
corporate headquarters. Historically, we have funded our working capital and capital expenditure
requirements with internally generated cash and borrowings under our credit facility.
Cash flows from operating activities. Net cash provided by (used in) operating activities was
$260,000 and ($22.9) million for the first quarter of fiscal 2008 and fiscal 2007, respectively.
Net cash provided by (used in) operating activities depends heavily on operating performance,
changes in working capital and the timing and amount of payments for income taxes. The change in
the amount of cash from operations as compared to the prior year period was primarily the result of
the improvement in our operating performance resulting from the 4.3% increase in our comparable
store sales, the increase in profit margin and the reduction in operating expenses. Inventories
increased approximately $332,000 during the first quarter of fiscal 2008 as compared to an increase
of $4.4 million during the prior year period. Inventories averaged approximately $128,000 per store
at May 3, 2008, as compared to $142,000 per store at May 5, 2007. Accounts payable decreased
$515,000 during the first quarter of fiscal 2008 as compared to a decrease of $4.6 million for the
prior year period. The change in accounts payable is primarily due to the timing and amount of
merchandise receipt flow. We also received an income tax refund of approximately $2.0 million
during the first quarter of fiscal 2008 whereas we made cash tax payments of approximately $2.5
million in the prior-year quarter.
Cash flows from investing activities. Net cash used in investing activities for the first
quarter of fiscal 2008 consisted principally of $1.2 million in capital expenditures as compared to
$3.7 million for the prior year period. These expenditures primarily related to new store
construction. During the first quarter of fiscal 2008, we opened 2 stores. We expect that capital
expenditures for all of fiscal 2008 will be approximately $3 million, primarily to fund the
maintenance of our existing investments in stores, information technology, and the distribution
center, as well as the opening of three to five new stores. As of May 3, 2008, we had a lease
commitment to one new store. We anticipate that capital expenditures, including leasehold
improvements and furniture and fixtures, and equipment for our new stores in fiscal 2008 will
average approximately $400,000 to $430,000 per store. We also anticipate that we will receive
landlord allowances in connection with the construction of our new stores in fiscal 2008. These
allowances are reflected as a component of cash flows from operating activities within our
consolidated statement of cash flows. Additionally, during the first quarter of fiscal 2008, we
completed the sale of our corporate aircraft resulting in proceeds of approximately $816,000.
11
Cash flows from financing activities. Net cash provided by financing activities was $21,000
and $1.5 million for the first quarter of fiscal 2008 and fiscal 2007, respectively. Cash flows
from financing activities for the first quarter of fiscal 2008 were related to employee stock
purchases. During the first quarter of fiscal 2007, cash flows from financing activities primarily
related to bank revolver borrowings.
Revolving credit facility. Effective October 4, 2004, we entered into a five-year senior
secured revolving credit facility with a revolving loan limit of up to $45 million. On August 6,
2007, we entered into the First Amendment to Loan and Security Agreement (the Amendment) which
provided the Company with additional availability under our borrowing base through higher advance
rates on eligible inventory. As a result of the amendment, the aggregate size of the overall credit
facility remained unchanged at $45 million, but the term of the facility was extended two years
making the new expiration date October 4, 2011. Amounts outstanding under the amended facility,
other than First In Last Out (FILO) loans, bear interest at a floating rate equal to the 60-day
LIBOR rate (2.74% at May 3, 2008) plus 1.25% to 1.50% (depending on the amount of excess
availability under the borrowing base). FILO loans, which apply to the first approximate $2 million
borrowed at any given time, bear interest at a floating rate equal to the 60-day LIBOR rate plus
2.25% to 2.5% (depending on the amount of excess availability under the borrowing base).
Additionally, we pay a quarterly fee to the bank equal to a rate of 0.2% per annum on the unused
portion of the revolving line of credit. Borrowings under the facility are collateralized by
substantially all of our assets and guaranteed by our subsidiaries. The maximum availability under
the credit facility is limited by a borrowing base formula, which consists of a percentage of
eligible inventory and receivables less reserves. The facility also contains provisions that could
result in changes to the presented terms or the acceleration of maturity. Circumstances that could
lead to such changes or acceleration include a material adverse change in the business or an event
of default under the credit agreement. The facility has one financial covenant that requires the
Company to maintain excess availability under the borrowing base, as defined in the credit
agreement, of at least $3 to $4.5 million depending on the size of the borrowing base, at all
times.
As of May 3, 2008, we were in compliance with the covenants in the facility and there were no
outstanding borrowings under the credit facility, with approximately $23.1 million available for
borrowing (net of the availability block as described above).
At May 3, 2008, our balance of cash and cash equivalents was approximately $5.7 million and
the borrowing availability under our facility was $23.1 million (net of the availability block as
described above). During fiscal 2007, we undertook a number of measures to reduce expenses and
improve liquidity, including corporate headcount reductions, slowing store growth, closing
underperforming stores, commencing the sale of non-essential assets, enhancing and maximizing our
existing credit facility, and reducing our planned inventory needs. We also received approximately
$2.0 million of our federal tax refund during the first quarter of fiscal 2008 and anticipate
receiving the remaining $900,000 of the expected federal refund during the second quarter of fiscal
2008. Our plan for fiscal 2008 contemplates incurring additional operating losses; however, we
believe that cash flow from operations, including the impact of the aforementioned initiatives,
coupled with funds received from the sale of assets and the collection of the tax refund will
result in peak borrowings that are lower than the prior year and will be sufficient to fund our
planned capital expenditures and working capital requirements for at least the next twelve months.
Off-Balance Sheet Arrangements
None.
Significant Contractual Obligations and Commercial Commitments
Construction commitments
The Company had a commitment for a new store construction project totaling approximately
$438,000 at May 3, 2008.
12
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies during fiscal 2008.
Refer to our Annual Report on Form 10-K for the fiscal year ended February 2, 2008, for a summary
of our critical accounting policies.
Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995
The following information is provided pursuant to the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. Certain statements under the heading Managements
Discussion and Analysis of Financial Condition and Results of Operations in this Form 10-Q are
forward-looking statements made pursuant to these provisions. Forward-looking statements provide
current expectations of future events based on certain assumptions and include any statement that
does not directly relate to any historical or current fact. Words such as should, likely to,
forecasts, strategy, goal, anticipates, believes, expects, estimates, intends,
plans, projects, and similar expressions, may identify such forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause actual results to
differ materially from the results projected in such statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date hereof. We
undertake no obligation to republish revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events.
We caution readers that the following important factors, among others, have in the past, in
some cases, affected and could in the future affect our actual results of operations and cause our
actual results to differ materially from the results expressed in any forward-looking statements
made by us or on our behalf.
|
|
|
If We Are Unable to Successfully Execute Our Turnaround Strategy, Our Results of
Operations Will Not Improve. |
|
|
|
|
A Prolonged Economic Downturn Could Result in Reduced Net Sales and Profitability. |
|
|
|
|
We May Not Be Able to Successfully Anticipate Consumer Trends and Our Failure to Do So
May Lead to Loss of Consumer Acceptance of Our Products Resulting in Reduced Net Sales. |
|
|
|
|
The Market Price for Our Common Stock Might Be Volatile and Could Result in a Decline in
the Value of Your Investment. |
|
|
|
|
Our Comparable Store Net Sales Fluctuate Due to a Variety of Factors. |
|
|
|
|
We Face an Extremely Competitive Specialty Retail Business Market, and Such Competition
Could Result in a Reduction of Our Prices and a Loss of Our Market Share. |
|
|
|
|
We Depend on a Number of Vendors to Supply Our Merchandise, and Any Delay in Merchandise
Deliveries from Certain Vendors May Lead to a Decline in Inventory Which Could Result in a
Loss of Net Sales. |
|
|
|
|
We Are Dependent on Foreign Imports for a Significant Portion of Our Merchandise, and
Any Changes in the Trading Relations and Conditions Between the United States and the
Relevant Foreign Countries May Lead to a Decline in Inventory Resulting in a Decline in Net
Sales, or an Increase in the Cost of Sales Resulting in Reduced Gross Profit. |
|
|
|
|
Our Success Is Highly Dependent on Our Planning and Control Processes and Our Supply
Chain, and Any Disruption in or Failure to Continue to Improve These Processes May Result
in a Loss of Net Sales and Net Income. |
|
|
|
|
Our Business Is Highly Seasonal and Our Fourth Quarter Contributes a Disproportionate
Amount of Our Net Sales, Net Income and Cash Flow, and Any Factors Negatively Impacting Us
During Our Fourth |
13
|
|
|
Quarter Could Reduce Our Net Sales, Net Income and Cash Flow, Leaving Us with Excess
Inventory and Making It More Difficult for Us to Finance Our Capital Requirements. |
|
|
|
We May Experience Significant Variations in Our Quarterly Results. |
|
|
|
|
The Agreement Governing Our Debt Places Certain Reporting and Consent Requirements on Us
Which May Affect Our Ability to Operate Our Business in Accordance with Our Business
Strategy. |
|
|
|
|
We Are Highly Dependent on Customer Traffic in Malls and Shopping Centers, and Any
Reduction in the Overall Level of Traffic Could Reduce Our Net Sales and Increase Our Sales
and Marketing Expenses. |
|
|
|
|
Our Hardware and Software Systems Are Vulnerable to Damage that Could Harm Our Business. |
|
|
|
|
We Depend on Key Personnel, and if We Lose the Services of Any Member of Our Senior
Management Team, We May Not Be Able to Run Our Business Effectively. |
|
|
|
|
Our Charter and Bylaw Provisions and Certain Provisions of Tennessee Law May Make It
Difficult in Some Respects to Cause a Change in Control of Kirklands and Replace Incumbent
Management. |
|
|
|
|
Concentration of Ownership among Our Existing Directors, Executive Officers, and Their
Affiliates May Prevent New Investors from Influencing Significant Corporate Decisions. |
14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks related to our operations result primarily from changes in short-term London
Interbank Offered Rates, or LIBOR, as our senior credit facility utilizes short-term LIBOR rates
and/or contracts. The base interest rate used in our senior credit facility is the 60-day LIBOR,
however, from time to time, we may enter into one or more LIBOR contracts. These LIBOR contracts
vary in length and interest rate, such that adverse changes in short-term interest rates could
affect our overall borrowing rate when contracts are renewed.
As of May 3, 2008, there were zero borrowings under our revolving credit facility, which is
based upon a 60-day LIBOR rate.
We were not engaged in any foreign exchange contracts, hedges, interest rate swaps,
derivatives or other financial instruments with significant market risk as of May 3, 2008.
15
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief
Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) or 15(d)-(e) of the Securities Exchange Act of 1934, as amended (the
Exchange Act) as of May 3, 2008 have concluded, based on the evaluation of these controls and
procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, that our disclosure
controls and procedures were effective.
(b) Change in internal controls over financial reporting. There have been no changes in
internal controls over financial reporting identified in connection with the foregoing evaluation
that occurred during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
16
PART II OTHER INFORMATION
ITEM 1A. RISK FACTORS
In addition to factors set forth in Managements Discussion and Analysis of Financial
Condition and Results of Operations Cautionary Statement for Purposes of the Safe Harbor
Provisions of the Private Securities Litigation Reform Act of 1995, in Part I Item 2 of this
report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in
our Annual Report on Form 10-K for the year ended February 2, 2008, which could materially affect
our business, financial condition or future results. The risks described in this report and in our
Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and
uncertainties not currently known to us or that we currently deem to be immaterial also may
materially adversely affect our business, financial condition and/or operating results.
ITEM 6. EXHIBITS
(a) Exhibits.
|
|
|
|
|
Exhibit No. |
|
Description of Document |
|
*10.1 |
|
|
Letter
Agreement by and between Mike Madden and Kirklands, Inc., dated
April 11, 2008 (Exhibit 99.1 to the Companys Current Report on
Form 8-K dated April 14, 2008) |
|
31.1 |
|
|
Certification of the President and Chief Executive Officer Pursuant to
Rule 13a-14(a) or Rule 15d-14(a) |
|
31.2 |
|
|
Certification
of the Senior Vice President of Finance and Chief Financial Officer
Pursuant to Rule 13a-14(a) or Rule 15d-14(a) |
|
32.1 |
|
|
Certification of the President and Chief Executive Officer Pursuant to
18 U.S.C. Section 1350 |
|
32.2 |
|
|
Certification
of the Senior Vice President of Finance and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 |
|
|
* |
Incorporated by reference.
|
|
Management contract or compensatory plan or arrangement.
|
17
SIGNATURES
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.
|
|
|
|
|
|
KIRKLANDS, INC.
|
|
Date: June 6, 2008 |
/s/ Robert E. Alderson
|
|
|
Robert E. Alderson |
|
|
President and Chief Executive Officer |
|
|
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/s/ W. Michael Madden
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W. Michael Madden |
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Senior Vice President and
Chief Financial Officer |
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