SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 1, 2003
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( ) TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 1-14987
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TOO, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 31-1333930
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8323 WALTON PARKWAY, NEW ALBANY, OHIO 43054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 614-775-3500
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which registered
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Common Shares, $.01 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES X NO
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The aggregate market value of the voting stock held by non-affiliates of the
Registrant at August 3, 2002 was $752,491,885. There were 34,145,694 shares of
the Registrant's common stock outstanding at March 24, 2003.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of our proxy statement for the Annual Meeting of Stockholders scheduled
for May 20, 2003 are incorporated by reference into Part III.
PART I
ITEM 1. BUSINESS
THE COMPANY
Too, Inc. (hereafter referred to as "Too" or the "Company") is a rapidly growing
operator of two specialty retailing businesses, Limited Too and mishmash.
Limited Too sells apparel, underwear, sleepwear, swimwear, lifestyle and
personal care products for fashion-aware, trend-setting girls ages seven to
fourteen years. mishmash, launched by the Company in late September 2001, sells
sportswear, cosmetics, intimate apparel and footwear to young women ages
fourteen to nineteen. The assortment also includes accessories, jewelry, room
decor furnishings and lifestyle products. Goldmark, a 50% joint venture with
Angus & Coote (Holdings) Limited, was launched in late October 2002. Goldmark
offers real gold and sterling silver jewelry, watches, diamond rings and body
jewelry to men and women ages 15 to 29. The Company designs, sources and markets
products under the proprietary "Limited Too" and "mishmash" brand names. Prior
to the August 1999 Spin-off, the Company was a wholly-owned subsidiary of The
Limited, Inc. ("The Limited").
In 1987, The Limited established "Limited Too" brand stores adjacent to or as
departments within The Limited stores to provide similar apparel to young girls,
and also apparel for infants and toddlers. From 1987 to the end of fiscal 1995,
we expanded our locations from two stores to 288 stores. In 1996, a new
management team recognized that its core customer had her own emerging sense of
style and revised our strategy to focus on girls seven to fourteen years of age
as our target customer group. Since then, we have implemented an aggressive
store opening campaign to capitalize on our business strengths and have grown
our Limited Too store base from 308 stores at the end of fiscal 1996 to 510
stores in 46 states and Puerto Rico at the end of fiscal 2002.
In 1999, the Board of Directors of The Limited approved a plan to distribute to
its shareholders all of the outstanding common shares of Too, Inc. Effective
August 23, 1999, The Limited distributed to its shareholders of record as of
August 11, 1999, all of its interest in Too on the basis of one share of Too
common stock for each seven shares of The Limited common stock (the "Spin-off").
The Spin-off resulted in 30.7 million shares of Too common stock initially
outstanding as of August 23, 1999. As a result of the Spin-off, the Company
became an independent, separately traded, public company. In connection with the
Spin-off, Too and The Limited entered into various agreements which covered
certain aspects of our past and ongoing relationships with The Limited.
DESCRIPTION OF OPERATIONS
Limited Too is a specialty retailer of quality apparel, underwear, sleepwear,
swimwear, lifestyle and personal care products for fashion-aware, trend-setting
young girls ages seven to fourteen years. Our target customers are active,
creative and image-conscious, enjoy shopping and want to describe themselves as
"fun" and "cool". We
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believe our target customers want a broad assortment of merchandise for their
range of dressing occasions, including school, leisure activities or special
occasions. We continually update our merchandise assortment, which includes
non-apparel merchandise, such as candy, jewelry, toiletries, cosmetics and
lifestyle furnishings for her room.
To attract our target customers, we create an in-store atmosphere that is
visually appealing and provides an enjoyable, safe and exciting shopping
experience. We design our stores to provide a "theme park" destination in the
mall and to encourage our customers to touch and sample our products. All of our
stores contain a wide variety of merchandise for a "one-stop shopping"
experience, which has been specifically designed to embody "a store for her"
theme. Our stores feature colorful storefront windows, light displays,
photographic sticker booths, gumball machines, and eye-catching photographs.
Additionally, all stores opened or remodeled since mid-1997 are under the "Girl
Power" format which further enhances the shopping experience.
Our merchandise includes:
- casual clothing, such as jeans and other jeanswear and bottoms, knit tops
and T-shirts containing our brand name and other graphics, dresses and
outerwear
- accessories, such as costume jewelry, hair ornaments, slippers, key chains,
wallets, backpacks, purses, watches and shoes
- lifestyle products, such as bedroom furnishings, music, stationery and
candy
- personal care products under our "Allie" line, such as glitter cosmetics
and toiletries
- add-ons, such as underwear, sleepwear and swimwear
Currently located in thirteen select centers throughout the United States,
mishmash is our specialty retail brand addressing the specific needs of young
women ages 14 to 19. The store design is "retro-cool" and is inspired by the
colors and sensations of Miami's South Beach. We offer a breadth of products,
including cosmetics, sportswear, intimate apparel and footwear, that enable our
teen customer to express her distinct personality and tastes.
Angus & Coote (Holdings) Limited and Too formed a joint venture in late fiscal
2002 to launch the Goldmark brand in the U.S. Goldmark offers fashionable
jewelry to its target customer, 15 to 29 year-olds who are impulsive, energetic
and love to shop. Its real gold and sterling silver jewelry, watches, diamond
rings and body jewelry that represents the fresh, "must have" product that
mirrors the latest apparel fashion trends.
PRODUCT DEVELOPMENT
We develop substantially all of our Limited Too and mishmash merchandise
assortment through internal design groups, which allows us to create a vast
array of exclusive merchandise under our proprietary brands while bringing our
products to market expediently. Additionally, because our merchandise is sold
exclusively in our own stores, we are able to control the presentation and
pricing of our merchandise and provide a higher level of customer service.
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SOURCING
We use a variety of sourcing arrangements. We purchased merchandise from
approximately 466 suppliers during fiscal 2002. Historically, our largest
apparel supplier has been Mast Industries, Inc., a wholly-owned subsidiary of
The Limited. Mast Industries supplied approximately 24% of the merchandise that
we purchased in 2002. We believe that all transactions that we have entered into
with Mast Industries have been on terms consistent with an arm's length basis
since we have consistently treated them as if they were a third party. We were
not, and will not be, obligated to source products through Mast Industries.
We source a significant amount of our merchandise from foreign factories located
primarily in the "Pacific Rim." We do not have any long-term merchandise supply
contracts, and many of our imports are subject to existing or potential duties,
tariffs or quotas that may limit the quantity of goods which may be imported
into the United States from countries in that region. Additionally, as we may
enter into manufacturing contracts in advance of the selling season, we may be
subject to shifts in demand for certain or all of our products. The Company's
business is subject to a variety of risks generally associated with doing
business in foreign markets and importing merchandise from abroad, such as
political instability, currency and exchange risks, and local business practice
and political issues. During fiscal 2002, we opened our first direct sourcing
office in Hong Kong. This will allow us to bypass agents, brokers and middlemen
as we establish increased direct relationships with factories and reduce our
sourcing costs. While our direct sourcing purchases were nominal in fiscal 2002,
we expect to directly source 10% of our apparel purchases in fiscal 2003. We
plan to source primarily from factories with which we have pre-existing
relationships, and only on basic items.
DISTRIBUTION
In connection with the August 1999 Spin-off, we entered into a services
agreement with Limited Logistics Services, a wholly-owned subsidiary of The
Limited, to provide distribution services to us covering flow of merchandise
from factory to our stores for up to three years after the date of Spin-off.
Historically, most of the merchandise and related materials for the Company's
stores were shipped to a distribution center owned by The Limited in Columbus,
Ohio, where the merchandise was received, inspected, allocated and packed for
shipment to stores. Under the service agreement, The Limited distributed
merchandise and related materials using common and contract carriers to the
Company's stores. Inbound freight was charged to Too based upon actual receipts
and related charges, while outbound freight was charged based on a percentage of
cartons shipped. On February 15, 2002, we opened our own, newly constructed
470,000 square foot distribution center in Etna Township, Ohio and cancelled our
contractual arrangement.
INVENTORY MANAGEMENT
The Company's approach to inventory management emphasizes rapid turnover of a
broad assortment of outfits and taking markdowns where required to keep
merchandise fresh and current with fashion trends. Our policy is to maintain
sufficient quantities of inventory on hand in our retail stores and distribution
center so that we can offer customers a full selection of current merchandise.
SEASONALITY
The Company views the retail apparel market as having two principal selling
seasons, Spring and Fall. As is generally the case in the apparel industry, the
Company experiences its peak sales activity during the Fall season. This
seasonal sales pattern results in increased inventory during the back-to-school
and Christmas
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holiday selling periods. During fiscal year 2002, the highest
inventory level approximated $67.0 million at the November 2002 month-end and
the lowest inventory level approximated $32.5 million at the May 2002 month-end.
Merchandise sales are predominantly paid for by cash, personal check or credit
cards.
STORES
At the end of fiscal 2002, the Company operated 510 Limited Too and 12 mishmash
stores in 46 states and Puerto Rico. The following table shows the number of
retail stores operated by the Company over the past five fiscal years.
FISCAL YEARS ENDED
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FEBRUARY 1, FEBRUARY 2, FEBRUARY 3, JANUARY 29, JANUARY 30,
2003 2002 2001 2000 1999
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Limited Too:
Number of stores:
Beginning of year 459 406 352 319 312
Opened 56 57 58 42 10
Closed (5) (4) (4) (9) (3)
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510 459 406 352 319
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Stores remodeled 9 6 10 18 15
Stores in Girl Power format 280 216 156 89 29
% in Girl Power format 55% 47% 38% 25% 9%
Total square feet at period end 2,091 1,881 1,669 1,441 1,281
(thousands)
Average store size at period end 4,100 4,098 4,111 4,094 4,015
(square feet)
Annual sales per average square $319 $336 $341 $329 $299
foot
Number of mishmash stores 12 7 -- -- --
Additional information about the Company's business, including its revenues and
profits for the last three years, plus gross square footage is set forth under
the caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in ITEM 7.
TRADEMARKS AND SERVICE MARKS
The Company owns trademarks and service marks, including mishmash, used to
identify our merchandise and services, other than our brand name, Limited Too.
Many of these marks are registered with the U.S. Patent and Trademark Office.
These marks are important to us, and we intend to, directly or indirectly,
maintain and protect these marks and their registrations. However, we may choose
not to renew a registration of one or more of our merchandise marks if we
determine that the mark is no longer important to our business.
We also conduct business in foreign countries, principally because a substantial
portion of our merchandise is manufactured outside the United States. We have
registered marks in foreign countries to the degree necessary to protect these
marks, although there may be restrictions on the use of these marks in a limited
number of foreign jurisdictions.
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A wholly-owned subsidiary of The Limited owns the brand name "Limited Too,"
which is registered in the United States and in numerous foreign countries. This
subsidiary licenses the brand name, royalty-free, to one of our wholly-owned
subsidiaries. In connection with the Spin-off, these subsidiaries entered into a
trademark and service mark licensing agreement that allows the Company to
operate under the "Limited Too" brand name in connection with our 'tween
business. The agreement is for an initial term of five years after the Spin-off,
renewable annually thereafter at our option.
COMPETITION
The sale of apparel and personal care products through retail stores and
direct-to-consumer channels is a highly competitive business with numerous
competitors, including individual and chain fashion specialty stores, department
stores, discount retailers and direct marketers. Depth of selection, colors and
styles of merchandise, merchandise procurement and pricing, ability to
anticipate fashion trends and customer preferences, inventory control,
reputation, quality of merchandise, store design and location, advertising and
customer services are all important factors in competing successfully in the
retail industry. Additionally, factors affecting consumer spending such as
interest rates, employment levels, taxation and overall business conditions
could have a material adverse effect on the Company's results of operations and
financial condition.
ASSOCIATE RELATIONS
On February 1, 2003, the Company employed approximately 8,800 associates (none
of whom were parties to a collective bargaining agreement), approximately 6,400
of whom were part-time. In addition, temporary associates are hired during peak
periods, such as the back-to-school and Christmas holiday shopping seasons.
AVAILABLE INFORMATION
Beginning with our Form 10-Q filed December 13, 2002, the Company provides free
of charge access to our annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports, through our
website, www.limitedtoo.com, as soon as reasonably practicable after such
reports are electronically filed with the Securities Exchange Commission.
ITEM 2. PROPERTIES
Our home office facilities are located in New Albany, Ohio, within 10 miles of
our previous headquarters in Columbus, Ohio. In February 2002 we transitioned
our distribution operations to our new distribution center in Etna Township,
Ohio, within 15 miles of our new home office facilities. Our new distribution
center is approximately 470,000 square feet. We own both our new distribution
center and home office facilities.
As of February 1, 2003, we operated 510 Limited Too and 12 mishmash stores,
which are located primarily in shopping malls throughout the United States. Of
these stores, 420 were leased directly from third parties -- principally
shopping mall developers -- and 102 are governed by leases where the primary
tenant is The Limited or an affiliate of The Limited. Of the 420 stores directly
leased, 48 are guaranteed by The Limited. Our leases expire at various dates
between 2003 and 2013. In fiscal 2002, total store rent was $50.7 million.
Minimum rent commitments under non-cancelable leases as of February 1, 2003
total $55.7 million, $54.0 million, $48.6
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million, $41.8 million and $32.6 million for fiscal years 2003 through 2007,
respectively, and $122.0 million thereafter.
Typically, when space is leased for a retail store in a shopping center, all
improvements, including interior walls, floors, ceilings, fixtures and
decorations, are supplied by the tenant. In certain cases, the landlord of the
property may provide a construction allowance to fund all or a portion of the
cost of improvements. The cost of improvements varies widely, depending on the
size and location of the store. Lease terms are typically 10 years and usually
include a fixed minimum rent plus a contingent rent based on the store's annual
sales in excess of a specified amount. Certain operating costs such as common
area maintenance, utilities, insurance and taxes are typically paid by tenants.
Leases with The Limited or an affiliate of The Limited are on terms that
represent the proportionate share of the base rent payable in accordance with
the underlying lease plus the portion of any contingent rent payable in
accordance with the underlying lease attributable to our performance.
Additionally, The Limited provides guarantees on certain leases and assesses a
fee based on stores' sales exceeding defined levels.
ITEM 3. LEGAL PROCEEDINGS
There are various claims, lawsuits and other legal actions pending for and
against Too incident to the operations of its business. It is the opinion of
management that the ultimate resolution of these matters will not have a
material adverse effect on Too's results of operations, cash flows or financial
position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
Too, Inc. shares are traded on the New York Stock Exchange under the trading
symbol "TOO". At March 24, 2003, the Company had approximately 16,082
shareholders of record. The Company has not paid any dividends on its common
stock and does not intend to pay any dividends in the foreseeable future.
Information concerning the market price of the Company's common stock for fiscal
2002 is set forth in Note 14 to the Consolidated Financial Statements in ITEM 8.
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ITEM 6. SELECTED FINANCIAL DATA
(in thousands, except per share data, number of stores and annual sales per
average square foot)
FISCAL YEAR ENDED
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FEBRUARY 1, FEBRUARY 2, FEBRUARY 3, JANUARY 29, JANUARY 30,
2003 2002 2001 (1) 2000 1999
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STATEMENT OF INCOME DATA:
Net sales $ 647,455 $ 602,689 $ 545,040 $ 450,426 $ 374,637
Gross income (2) 237,449 217,522 192,581 158,189 122,908
General, administrative and store
operating expenses 160,194 150,976 137,285 115,734 95,027
Operating income 77,255 66,546 55,296 42,455 27,881
Net income 47,338 39,563 32,245 24,576 16,681
Earnings per share - basic $ 1.42 $ 1.28 $ 1.05 $ 0.80 $ 0.54
Earnings per share - diluted $ 1.38 $ 1.23 $ 1.02 $ 0.79 $ 0.54
BALANCE SHEET DATA:
Cash $ 101,300 $ 63,538 $ 54,788 $ 59,984 $ 987
Inventories 55,080 44,537 45,715 34,656 27,565
Total assets 347,331 265,577 209,111 178,593 90,769
Total debt -- 50,000 50,000 50,000 --
Total shareholders' equity 253,660 128,209 79,711 45,467 50,017
SELECTED OPERATING DATA:
Comparable store sales increase
(decrease) (3)(6) (3)% 0% 4% 9% 15%
Total net sales growth 7.4% 10.6% 21.0% 20.2% 17.0%
Gross income rate (4) 36.7% 36.1% 35.3% 35.1% 32.8%
Operating income rate (4) 11.9% 11.0% 10.1% 9.4% 7.4%
Total number of stores open at
year end 510(7) 459(7) 406 352 319
Total square feet at year end
(thousands) 2,091(7) 1,881(7) 1,669 1,441 1,281
Annual sales per average square
foot (5) $ 319(7) $ 336(7) $ 341 $ 329 $ 299
Net cash provided by operating activities $ 60,708 $ 65,457 $ 29,209 $ 69,547 $ 17,361
Capital expenditures $ 39,739 $ 63,598 $ 36,308 $ 31,424 $ 14,294
(1) Represents the 53-week fiscal year ended February 3, 2001.
(2) Gross income equals net sales less costs of goods sold, buying and
occupancy costs.
(3) A store is included in our comparable store sales calculation once it has
completed 52 weeks of operation. Further, stores that have changed more
than 20% in square feet are treated as new stores for the purpose of this
calculation.
(4) Calculated as a percentage of net sales.
(5) Annual sales per average square foot is the result of dividing net sales
for the fiscal year by average gross square feet, which reflects the impact
of opening and closing stores throughout the year.
(6) Comparable store sales for fiscal 2000 are for the 52-weeks ended January
27, 2001.
(7) Amount excludes mishmash stores.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition
and results of operations in conjunction with our Consolidated Financial
Statements and the related notes to those Consolidated Financial Statements. For
the purposes of the following discussion, unless the context otherwise requires,
"Too, Inc.," "Too," "we," "our," "the Company" and "us" refer to Too, Inc. and
our wholly-owned subsidiaries.
GENERAL
Since our Spin-off from The Limited in August 1999, we have made solid progress
on several of our financial and strategic initiatives designed to improve our
financial performance and to build and strengthen our 360-degree brand. During
fiscal 2002, we have:
- increased sales 7% to $647.5 million;
- increased net income 20% to $47.3 million or $1.38 per diluted share versus
net income of $39.6 million or $1.23 per diluted share in fiscal 2001;
- mailed 30.1 million "catazines," which not only generated sales into its
own channel, but served to drive sales to the stores;
- completed a follow-on common stock offering that generated $73 million and
allowed us to eliminate our outstanding debt;
- completed construction on and transitioned to our new home office and
distribution center, along with assuming overall responsibility for inbound
and outbound logistics;
- rolled out new point of sale hardware and software to all our stores;
- opened new sourcing offices in Hong Kong and Guatemala;
- built a 36-member merchandising team for mishmash;
- started a new jewelry store joint venture with our Australian partner,
Angus & Coote (Holdings) Limited.
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RESULTS OF OPERATIONS
Our results of operations, expressed as a percentage of sales, follow:
FISCAL YEAR ENDED
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FEBRUARY 1, FEBRUARY 2, FEBRUARY 3,
2003 2002 2001 (1)
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Net sales 100.0% 100.0% 100.0%
Costs of goods sold, buying and
occupancy costs 63.3 63.9 64.7
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Gross income 36.7 36.1 35.3
General, adminstrative and store
operating expenses 24.7 25.1 25.2
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Operating income 11.9 11.0 10.1
Interest expense, net 0.1 0.1 0.3
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Income before income taxes 11.9 10.9 9.9
Provision for income taxes 4.5 4.4 3.9
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Net income 7.3% 6.6% 5.9%
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(1) Represents the 53-week fiscal year ended February 3, 2001.
Net income increased 20% in fiscal 2002 to $47.3 million or $1.38 per diluted
share versus net income of $39.6 million or $1.23 per diluted share in fiscal
2001. An increase in gross income and a reduction, as a percent of sales, in
general, administrative and store operating expenses resulted in a 90 basis
point improvement in operating income for fiscal 2002.
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FINANCIAL SUMMARY
Summarized annual financial data for the last three fiscal years is presented
below:
FISCAL YEAR ENDED % CHANGE
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FEBRUARY 1, FEBRUARY 2, FEBRUARY 3, 2001- 2000-
2003 2002 2001(1) 2002 2001
----------- ----------- ----------- ---- ----
Net sales (millions) $ 647.5 $ 602.7 $ 545.0 7 % 11 %
Limited Too:
Comparable store sales increase (decrease) (2) (3) (3)% 0% 4%
Annual sales per average square foot (4) $ 319 $ 336 $ 341 (5) % (1) %
Sales per average store (thousands) $ 1,302 $ 1,374 $ 1,418 (5) % (3) %
Average store size at year end (square feet) 4,100 4,098 4,111 - % - %
Total square feet at year end (thousands) 2,091 1,881 1,669 11 % 13 %
Number of stores:
Beginning of year 459 406 352
Opened 56 57 58
Closed (5) (4) (4)
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End of year 510 459 406
======= ======= =======
Stores remodeled 9 6 10
Stores with "Girl Power" format 280 216 156
Percentage of stores in "Girl Power" format 55% 47% 38%
Number of mishmash stores 12 7 --
(1) Represents the 53-week fiscal year ended February 3, 2001.
(2) A store is included in our comparable store sales calculation once it has
completed 52 weeks of operation. Further, stores that have changed more
than 20% in square feet are treated as new stores for purposes of this
calculation.
(3) Comparable store sales for fiscal 2000 are for the 52-weeks ended January
27, 2001.
(4) Annual sales per average square foot is the result of dividing net sales
for the fiscal year by average gross square feet, which reflects the impact
of opening and closing stores throughout the year.
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FISCAL YEAR ENDED FEBRUARY 1, 2003 COMPARED TO FISCAL YEAR ENDED FEBRUARY 2,
2002
NET SALES - Net sales for 2002 increased 7% to $647.5 million from $602.7
million for 2001. The increase was primarily a result of the net addition of 51
Limited Too and 5 mishmash stores, which was partially offset by a 3% decline in
comparable store sales. Within merchandise categories, sales of cut and sewn
casual tops, active apparel, led by active pants and shorts, and denim jeanswear
increased significantly over fiscal 2001. Also, the add-on category (principally
innerwear and swimwear) posted solid sales increases. Conversely, casual shorts
and casual pants posted sales decreases over prior year.
GROSS INCOME - The gross income rate, expressed as a percentage of net sales,
increased to 36.7% in fiscal 2002 from 36.1% for 2001. The increase in rate was
primarily attributable to a higher merchandise margin arising from improved
initial markups, which were partially offset by an increase in markdowns. This
increase in merchandise margin was partially offset by an increase in buying and
occupancy costs, expressed as a percentage of net sales, due to increased store
occupancy costs and incremental catazine production costs. The Company mailed
approximately 30.1 million catazines in fiscal 2002 compared to 21.7 million in
2001.
GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES - General, administrative
and store operating expenses, expressed as a percentage of net sales, decreased
to 24.7% from 25.1% for 2001. This decrease was primarily due to lower
distribution center expenses, and lower catazine and web fulfillment costs.
OPERATING INCOME - Operating income, expressed as a percentage of net sales,
increased to 11.9% for 2002 from 11.0% for 2001. The increase was attributable
to higher gross income and lower general, administrative and store operating
expenses, expressed as a percentage of sales.
INTEREST EXPENSE, NET - Interest expense, net of interest income, was $517,000
in fiscal 2002 compared to $583,000 in 2001. Interest expense was for the
long-term portion of borrowings under the Company's Credit Facility, while
interest income was earned on the short-term investment of cash balances.
Interest expense was $2.3 million and $3.8 million for fiscal years 2002 and
2001, respectively. The Company paid off the entire amount of the $50 million
term loan due under the Credit Facility in May of 2002 (see footnote 6 for more
information regarding the Credit Facility). Interest income was $1.8 million and
$3.2 million for fiscal years 2002 and 2001, respectively. The decrease in
interest income was due to lower interest rates available on short-term
securities.
INCOME TAXES - Income tax expense amounted to $29.4 million for 2002 compared to
$26.4 million for 2001. The income tax provision rate decreased from 40.0% to
38.3% as a result of realigning our corporate operations, including our direct
sourcing initiatives and investment in certain short-term, tax-free municipal
bonds.
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FISCAL YEAR ENDED FEBRUARY 2, 2002 COMPARED TO FISCAL YEAR ENDED FEBRUARY 3,
2001
NET SALES - Net sales for 2001 increased 11% to $602.7 million from $545.0
million for 2000. The increase was primarily a result of the net addition of 53
Limited Too and 7 mishmash stores. Within merchandise categories, sales of cut
and sewn casual tops and active apparel, led by active bottoms and tees,
increased significantly. Also, the add-on category (principally innerwear,
underwear, bras and swimwear) posted solid sales increases.
GROSS INCOME - The gross income rate expressed as a percentage of net sales,
increased to 36.1% in fiscal 2001 from 35.3% for 2000. The increase in rate was
primarily attributable to a higher merchandise margin arising from improved
initial markups which were partially offset by an increase in markdowns. This
increase in merchandise margin was partially offset by an increase in buying and
occupancy costs, expressed as a percentage of net sales, due to increased store
occupancy costs and incremental catazine costs. The Company mailed approximately
21.7 million catazines in fiscal 2001 compared to 12.5 million in 2000.
GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES - General, administrative
and store operating expenses, expressed as a percentage of net sales, decreased
to 25.1% from 25.2% for 2000. This decrease was primarily due to lower home
office expenses, expressed as a percentage of sales.
OPERATING INCOME - Operating income, expressed as a percentage of net sales,
increased to 11.0% for 2001 from 10.1% for 2000. The increase was attributable
to higher gross income and lower general, administrative and store operating
expenses, expressed as a percentage of sales.
INTEREST EXPENSE, NET - Interest expense, net of interest income, amounted to
$583,000 in fiscal 2001 compared to $1.55 million in 2000. Interest expense was
for the term portion of borrowings under the Company's Credit Facility, while
interest income was earned on the short-term investment of cash balances.
Interest expense amounted to $3.8 million and $5.0 million for the fiscal years
2001 and 2000, respectively. The decrease in expense was due to lower interest
rates, as well as capitalization of interest on the construction of the
distribution center and home office. Interest expense also includes the
amortization of financing fees and related costs incurred in connection with the
Credit Facility.
Interest income amounted to $3.2 million and $3.5 million for the fiscal years
2001 and 2000, respectively. The decrease in interest income was due to lower
interest rates available on short-term securities.
INCOME TAXES - Income tax expense amounted to $26.4 million for 2001 compared to
$21.5 million for 2000. The annual effective tax rate remained unchanged at 40%
for fiscal 2001.
14
FINANCIAL CONDITION
Our balance sheet remains strong due to a substantial increase in operating
income and positive cash flow from operations. We were able to finance all
capital expenditures with working capital generated from operations and ended
the year with approximately $101.3 million in cash and equivalents. We also
raised $73.4 million through a follow-on common stock offering, enabling us to
pay off our entire outstanding debt balance. A more detailed discussion of
liquidity, capital resources and capital requirements follows.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided from operating activities provided the resources to support
operations, including projected growth, seasonal working capital requirements
and capital expenditures. A summary of the Company's working capital position
and capitalization follows (in thousands):
FISCAL YEAR ENDED
----------------------------------------
FEBRUARY 1, FEBRUARY 2, FEBRUARY 3,
2003 2002 2001
----------- ----------- -----------
Net cash provided by operating activities $ 60,708 $ 65,457 $ 29,209
Working capital, including current portion of long-
term debt of $17,500 at February 2, 2002 90,546 23,815 40,762
Capitalization:
Long-term debt -- 32,500 50,000
Shareholders' equity 253,660 128,209 79,711
-------- -------- --------
Total capitalization $253,660 $160,709 $129,711
======== ======== ========
Additional amounts available under the revolving
portion of the Credit Facility $ 50,000 $ 50,000 $ 50,000
In connection with the Spin-off, the Company entered into a $100 million Credit
Facility used to finance a $50 million dividend to The Limited as well as the
repayment of a portion of working capital advances made by The Limited prior to
the Spin-off. As of February 1, 2003, there were no amounts outstanding under
the Credit Facility.
OPERATING ACTIVITIES
Net cash provided by operating activities amounted to $60.7 million for fiscal
2002 versus $65.5 million for fiscal 2001. An increase in inventory levels,
other long-term assets and the timing of income tax payments more than offset
the increase in net income plus depreciation and accrued expenses. The increase
in inventory levels was due to a combination of an increase in new stores early
receipt of spring goods in January and, to a lesser extent, missed sales in late
December and the month of January. Net cash provided by operating activities
increased to $65.5 million for fiscal 2001 compared to $29.2 million for fiscal
2000. An increase in net income plus depreciation and amortization, the timing
of income taxes paid and a decreased investment in inventory were the primary
causes for the increase in fiscal 2001. In fiscal 2000, an increase in net
income plus depreciation and amortization was more than offset by the timing of
cash payments related to accounts payable and accrued expenses.
15
INVESTING ACTIVITIES
Capital expenditures amounted to $39.7 million, $63.6 million and $36.3 million
for fiscal years 2002, 2001 and 2000, respectively. We expended approximately
$22 million, $46 million and $10 million in connection with the construction of
our new home office and distribution center in fiscal years 2002, 2001 and 2000,
respectively. The balance of capital expenditures in fiscal 2002, 2001 and 2000
was incurred primarily to construct new stores and remodel existing stores. In
addition, investing activities included the Company's purchase of
corporate-owned life insurance policies in connection with the Company's
nonqualified benefit plans.
We anticipate spending between $23 million and $25 million in fiscal 2003 for
capital expenditures primarily for new stores, remodeling or expansion of
existing stores and related fixtures and equipment. We intend to add 250,000 to
270,000 square feet in 2003, which will represent a 12% to 13% increase over
year-end 2002. We anticipate that the increase will result from opening
approximately 50 to 55 new Limited Too stores and expanding approximately ten
stores identified for remodeling. Additionally, we plan to open from 12 to at
least 20 new mishmash stores during fiscal 2003.
We estimate that the average cost for leasehold improvements, furniture and
fixtures for Limited Too stores to be opened in 2002 will be between $155,000
and $180,000 per store, after giving effect to construction allowances. Average
pre-opening costs per store, which will be expensed as incurred, are expected to
approximate $10,000 while inventory purchases are expected to average less than
$70,000 per store.
We expect that substantially all capital expenditures in fiscal 2003 will be
funded by cash on hand and net cash provided by operating activities.
FINANCING ACTIVITIES
Financing activities in fiscal 2002 included stock option activity along with
the issuance of restricted stock. In addition, proceeds from the issuance of 2.4
million shares of common stock in connection with a follow-on offering
consummated in May 2002, and the corresponding repayment of the term loan, were
also reflected. Financing activities in 2001 and 2000 principally consisted of
the issuance of common shares related to restricted stock and stock options.
16
TRANSITIONAL SERVICES AND SEPARATION AGREEMENTS
In connection with the August 1999 Spin-off, the Company entered into several
Transitional Services and Separation Agreements (the "Transitional Services
Agreements") with The Limited regarding certain aspects of our ongoing
relationship. We believe that the terms of these agreements are similar to terms
achievable through arm's length negotiations with third parties.
A summary of some of the more significant Transitional Services Agreements
follows:
Trademark and Service Mark Licensing Agreement
We have entered into an exclusive trademark and service mark licensing agreement
(the "Trademark Agreement") with The Limited that allows us to operate under the
"Limited Too" brand name. The agreement had an initial term of five years after
the Spin-off, renewable annually at our option. All licenses granted under the
agreement will be granted free of charge. In return, we are required to provide
The Limited with the right to inspect our stores and distribution facilities and
an ability to review and approve our advertising. Under the Trademark Agreement,
we are only able to use the brand name "Limited Too" in connection with any
business in which we sell to our current target customer group or to infants and
toddlers. In addition, we may not use the Limited Too brand name or its
derivative that competes with merchandise currently offered by The Limited or
its subsidiaries, unless it is for our current target customer group. The
Limited has the right to terminate the Trademark Agreement under certain limited
conditions.
Services Agreement
The Services Agreement relates to transitional services that The Limited or its
subsidiaries or affiliates provided to us subsequent to the Spin-off. Under this
agreement, The Limited provided services in exchange for fees which we believe
were similar in material respects to what a third-party provider would charge,
and were based on several billing methodologies. Under one of these billing
methodologies, which was the most prevalent, The Limited provided us with
services at costs comparable to those charged to other businesses operated by
The Limited from time to time. We were generally obligated to purchase those
services at fees equal to The Limited's costs of providing the services plus 5%
of these costs. However, third-party cost components were not subject to the 5%
mark-on. In fiscal 2001 and 2000, the services that The Limited provided to us
principally related to merchandise distribution covering flow of goods from
factory to store. During the first quarter of fiscal 2002, we began operating
our own distribution center and cancelled the Services Agreement.
Store Leases Agreement
At February 1, 2003, 74 of our stores were adjacent to The Limited's stores. In
addition, many of these aforementioned stores are part of 102 stores that are
subject to sublease agreements (the "Store Leases Agreement") with The Limited
for stores where we occupy space that The Limited leases from third-party
landlords (the "Direct Limited Leases"). Under the terms of the Store Leases
Agreement, we are responsible for our proportionate share, based on the size of
our selling space, of all costs (principally rent, excess rent, if applicable,
maintenance and utilities).
All termination rights and other remedies under the Direct Limited Leases will
remain with The Limited. If The Limited decides to terminate any of the Direct
Limited Leases early, The Limited must first offer to assign such lease to us.
If, as a result of such early termination by The Limited, we are forced to
remodel our store or
17
relocate within the mall, The Limited will compensate us with a combination of
cash payments and loans which will vary depending on the remaining term of the
affected store lease at the time the Limited closes its adjacent store as
follows:
CASH LOAN
REMAINING LEASE TERM PAYMENT AMOUNT
-------------------- ------- ------
Less than one year $ -- $100,000
One to two years 50,000 100,000
Three to four years 100,000 100,000
Greater than four years 100,000 150,000
Approximately 24 of the Direct Limited Leases of which we are a part are
scheduled to expire during 2007 or later. We may not assign or sublet our
interest in those premises, except to an affiliate, without The Limited's
consent. If The Limited intends to sublet or assign its portion of the leased
premises under any of the Direct Limited Leases to any non-affiliate, it will be
required to give us 60 days notice, and we will be allowed to terminate our
interest on that basis.
Approximately 48 of our direct leases are guaranteed by The Limited. Pursuant to
the Store Leases Agreement, we are required to make additional payments to The
Limited as consideration for the guarantees that The Limited provides under such
leases along with amounts for adjacent stores based on those locations achieving
certain performance targets.
CONTRACTUAL OBLIGATIONS
The Company's significant contractual obligations consist primarily of store
leases. As detailed in Note 4 to the Consolidated Financial Statements, the
Company has minimum rent commitments under store lease agreements of
approximately $355 million, excluding any additional payments covering other
occupancy costs, such as maintenance and taxes.
CREDIT FACILITY
In August 1999, we entered into a five-year, $100 million collateralized Credit
Facility. The Credit Facility consisted of a $50 million five-year term loan and
a $50 million, five-year annual revolving credit commitment. The Credit
Facility's interest rates, which reflect matrix pricing, are based on the London
Interbank Offered Rate or Prime plus a spread as defined in the agreement. The
term loan was interest only until the end of the third year at which time the
amortization of the outstanding principal balance would have begun. The Credit
Facility contains customary representations and warranties as well as certain
affirmative, negative and financial covenants.
In November 2001, the Company amended the Credit Facility. The amendment allows
for the investment of cash in short-term, AAA-rated municipal bonds, as well as
less stringent limitations on 2001 capital expenditures and on indebtedness
incurred in relation to lease agreements.
On May 24, 2002, the Company sold 2.4 million shares of its common stock,
resulting in net proceeds of $73.4 million. On that day, the Company paid off
the entire $50 million term loan due under the Credit Facility, and
18
the remaining proceeds from the sale of common stock will be used for general
corporate purposes. The $50 million revolving loan commitment under the Credit
Facility remains in effect and is available to the Company for future business
purposes.
At year-end, the entire amount of the $50 million revolving credit commitment
was available to fund working capital requirements and for general corporate
purposes.
IMPACT OF INFLATION
Our results of operations and financial condition are presented based upon
historical cost. While it is difficult to accurately measure the impact of
inflation due to the imprecise nature of the estimates required, we believe that
the effects of inflation, if any, on our results of operations and financial
condition have been minor.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that impact the amounts reported in the Company's
consolidated financial statements and related notes. On an on-going basis,
management evaluates its estimates and judgments, including those related to
inventories, long-lived assets and sales returns. Management bases its estimates
and judgments on historical experience and various other factors that are
believed to be reasonable under the circumstances. Actual results may differ
materially from management's estimates. Management believes the following
estimates and assumptions are most significant to reporting the Company's
results of operations and financial position.
Revenue Recognition - Retail sales are recorded when the customer takes
possession of merchandise. Markdowns associated with the Frequent Buyer and "Too
Bucks" Programs are recognized upon redemption in conjunction with a qualifying
purchase. Catalog and web sales are recorded upon shipment to the customer. A
reserve is provided for projected merchandise returns based on prior experience.
Inventories - Inventories are valued at the lower of average cost or market, on
a first-in, first-out basis, utilizing the retail method. Under the retail
method, the valuation of inventories at cost and the resulting gross margins are
calculated by applying a cost-to-retail ratio to the retail value of
inventories. The use of the retail method will result in valuing inventories at
the lower of cost or market if markdowns are currently taken as a reduction of
the retail value and cost of inventories. Inherent in the retail method are
certain significant management judgments and estimates including, among others,
initial merchandise markup, markdowns and shrinkage, which significantly impact
the ending inventory valuation at cost as well as the resulting gross margins.
The Company calculates inventory costs on an individual item-class basis to
ensure a high degree of accuracy in estimating the cost. Inventory valuation at
the end of the first and third quarters reflects adjustments for inventory
markdowns and shrinkage estimates for the total selling season.
Property and Equipment - Property and equipment are stated at cost, net of
accumulated depreciation and amortization. Service lives are established for
store assets ranging from 5 to 10 years for building improvements and 3 to 10
years for other property and equipment. Property and equipment at the home
office and distribution center are assigned service lives between 5 and 40
years. Assets are reviewed on an annual basis for impairment, and based on
management's judgment, are written down to the estimated fair value based on
anticipated future cash flows.
19
Income Taxes - Income taxes are calculated in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes,"
which requires the use of the liability method. Deferred tax assets and
liabilities are recognized based on the difference between the financial
statement carrying amounts of assets and liabilities and their respective tax
bases. Inherent in the measurement of deferred balances are certain judgments
and interpretations of enacted tax laws and published guidance with respect to
applicability to the Company's operations. No valuation allowance has been
provided for deferred tax assets because management believes that it is more
likely than not that the full amount of the net deferred tax assets will be
realized in the future.
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," will be effective in the first quarter of 2003.
The standard requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the entity capitalizes the corresponding
estimated retirement cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its present value each
period, and the capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement.
Because costs associated with exiting leased properties at the end of the lease
terms are minimal, the Company believes that when the statement is adopted, it
will not have a significant effect on the Company's results of operations or its
financial position.
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections" was issued by the Financial
Accounting Standards Board during the second quarter of 2002. SFAS 145
eliminates FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment
of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of
Debt Made to Satisfy Sinking-Fund Requirements." As a result, gains and losses
from extinguishment of debt should be classified as extraordinary items only if
they meet the criteria in Accounting Principles Board (APB) Opinion No. 30. SFAS
145 amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. SFAS 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The
provisions of this Statement related to the rescission of Statement 4 shall be
applied in fiscal years beginning after May 15, 2002. The provisions of this
Statement related to Statement 13 are effective for transactions occurring after
May 15, 2002. All other provisions of this Statement are effective for financial
statements issued on or after May 15, 2002. The Company believes that the
adoption of the provisions of this statement related to the rescission of
Statement 4 will not have a significant effect on the Company's results of
operations or its financial position. The adoption of the other provisions of
this statement did not have a material impact on the Company's consolidated
financial statements.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
was issued by the Financial Accounting Standards Board during the second quarter
of 2002. SFAS 146 requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is incurred. SFAS 146
eliminates the definition and requirement for recognition of exit costs in EITF
Issue No. 94-3 where a liability for an exit cost was recognized at the date of
an entity's commitment to an exit plan. SFAS 146 also establishes that the
liability should initially be measured and recorded at fair value. This
statement is effective for exit or disposal activities
20
initiated after December 31, 2002. The Company believes that the adoption of
this statement will not have a significant impact on its results of operations
or financial position.
Financial Accounting Standards Board Interpretation ("FIN") No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" was issued in November 2002. FIN 45
requires that upon issuance of a guarantee, the guarantor must recognize a
liability for the fair value of the obligation it assumes under the guarantee.
Guarantors will also be required to meet expanded disclosure obligations. The
initial recognition and measurement provisions of FIN 45 are effective for
guarantees issued or modified after December 31, 2002. The disclosure
requirements are effective for annual and interim financial statements that end
after December 15, 2002. The adoption of this Interpretation will not have a
material impact on the Company's consolidated financial statements.
In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
issues raided in EITF 02-16, "Accounting by a Reseller for Cash Consideration
Received from a Vendor." This EITF issue addresses the timing of recognition for
rebates that are earned by resellers based on specified levels of purchases or
over specified periods of time. This guidance related to timing of recognition
is to be applied prospectively to new rebate arrangements entered into after
November 21, 2002. This EITF issue also addresses the classification of cash
consideration received from vendors in a reseller's income statement. The
guidance related to income statement classification is to be applied to all new
arrangements or arrangements modified after December 31, 2002. The adoption of
this issue did not have a material impact on the Company's consolidated
financial statements.
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of SFAS No. 123" was issued in December 2002. SFAS No.
148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The Company continues to account for stock-based
compensation using Accounting Principles Board Statement No. 25, "Accounting for
Stock Issued to Employees," and has not adopted the recognition provisions of
SFAS No. 123, as amended by SFAS No. 148. However, the Company has adopted the
disclosure provisions of SFAS No. 148 for the current fiscal year and has
included this information in Note 2.
21
SEASONALITY AND QUARTERLY FLUCTUATIONS
As illustrated in the table below, our business is highly seasonal, with
significantly higher sales, gross income and net income realized during the
fourth quarter, which includes the holiday selling season.
(in thousands, except percentages)
2002 QUARTERS FIRST SECOND THIRD FOURTH
------------- ----- ------ ----- ------
Net sales $158,591 $141,248 $164,629 $182,987
% of full year 24.5% 21.8% 25.4% 28.3%
Gross income $ 53,523 $ 49,445 $ 59,021 $ 75,460
% of full year 22.5% 20.8% 24.9% 31.8%
Net income $ 5,845 $ 5,531 $ 10,836 $ 25,126
% of full year 12.3% 11.7% 22.9% 53.1%
2001 QUARTERS
-------------
Net sales $136,657 $125,468 $148,763 $191,801
% of full year 22.7% 20.8% 24.7% 31.8%
Gross income $ 44,963 $ 40,974 $ 51,382 $ 80,203
% of full year 20.7% 18.8% 23.6% 36.9%
Net income $ 3,815 $ 2,877 $ 8,040 $ 24,831
% of full year 9.6% 7.3% 20.3% 62.8%
2000 QUARTERS (1)
-----------------
Net sales $118,753 $108,315 $133,829 $184,143
% of full year 21.8% 19.9% 24.5% 33.8%
Gross income $ 39,472 $ 34,731 $ 45,257 $ 73,121
% of full year 20.5% 18.0% 23.5% 38.0%
Net income $ 3,142 $ 1,921 $ 6,378 $ 20,804
% of full year 9.7% 6.0% 19.8% 64.5%
(1) The fourth quarter of fiscal year 2000 represents the 14-week period ended
February 3, 2001.
22
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Company cautions that any forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) contained in
this Form 10-K, including Management's Discussion and Analysis, or made by
management of the Company involve risks and uncertainties and are subject to
change based on various important factors, many of which may be beyond the
Company's control. Forward-looking statements are indicated by words such as
"anticipate," "estimate," "expect," "intend," "risk," "could," "may," "will,"
"pro forma," "likely," "possible," "potential," and similar words and phrases
and the negative forms and variations of these words and phrases, and include
statements in this Form 10-K, including Management's Discussion and Analysis,
relating to anticipated direct sourcing in 2003, and anticipated capital
expenditures in 2003 for new stores and the remodeling or expansion of existing
stores and the related funding. The following factors, among others, in some
cases have affected, and in the future could affect, the Company's financial
performance and actual results and could cause future performance and financial
results to differ materially from those expressed or implied in any
forward-looking statements included in this Form 10-K, including Management's
Discussion and Analysis, or otherwise made by management: changes in consumer
spending patterns, consumer preferences and overall economic conditions; the
impact of competition and pricing; changes in weather patterns; currency and
exchange risks; changes in existing or potential trade restrictions, duties,
tariffs or quotas; changes in political or financial stability; changes in
postal rates and charges and paper and printing costs; availability of suitable
store locations at appropriate terms; ability to develop new merchandise;
ability to hire and train associates; and/or other risk factors that may be
described in the Risk Factors section of the Company's Form 10-K, filed April
29, 2002, as well as other filings with the Securities and Exchange Commission.
Future economic and industry trends that could potentially impact revenue and
profitability are difficult to predict. Therefore, there can be no assurance
that the forward-looking statements included herein will prove to be accurate.
In light of the significant uncertainties in the forward-looking statements
included herein, the inclusion of such information should not be regarded a
representation by the Company, or any other person, that the objectives of the
Company will be achieved. The forward-looking statements made herein are based
on information presently available to the management of the Company. The Company
assumes no obligation to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
To the extent we borrow under our Credit Facility, we will be exposed to market
risk related to changes in interest rates. At February 1, 2003, no borrowings
were outstanding under the Credit Facility. Additionally, we are exposed to
market risk related to interest rate risk on the investment of cash in
securities with original maturities of three months or less. These investments
are considered cash equivalents and are shown as such on the Consolidated
Balance Sheets. If there are changes in interest rates, those changes would
affect the interest income we earn on those investments.
23
REPORT OF MANAGEMENT
We are responsible for the preparation and integrity of Too, Inc.'s financial
statements and other financial information presented in this Form 10-K. The
financial statements were prepared in accordance with accounting principles
generally accepted in the United States of America and include certain amounts
based upon our estimates and assumptions.
We maintain an internal control structure designed to provide reasonable
assurance that Too's assets are safeguarded against loss or unauthorized use and
to produce the records necessary for the preparation of the financial
information. There are limits inherent in all systems of internal control based
on the recognition that the costs of such systems should be related to the
benefits derived. We believe our system of controls provides the appropriate
balance.
The financial statements have been audited and reported on by our independent
accountants, PricewaterhouseCoopers LLP who were given free access to all
financial records and related data, including minutes of the meetings of the
Board of Directors and Committees of the Board.
The Audit Committee of the Board of Directors, which is comprised solely of
outside directors, provides oversight to our financial reporting process and our
control environment through periodic meetings with management and our
independent accountants.
Michael W. Rayden Kent A. Kleeberger
Chairman of the Board, President and Executive Vice President, Chief
Chief Executive Officer Operating Officer and Chief
Too, Inc. Financial Officer
Too, Inc.
24
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Too, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, changes in shareholders' equity and cash
flows present fairly, in all material respects, the financial position of Too,
Inc. and its subsidiaries at February 1, 2003 and February 2, 2002, and the
results of their operations and their cash flows for each of the three years in
the period ended February 1, 2003 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
February 21, 2003
25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TOO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2002 2001 2000
-------- -------- --------
Net sales $647,455 $602,689 $545,040
Costs of goods sold, buying and
occupancy costs 410,006 385,167 352,459
-------- -------- --------
Gross income 237,449 217,522 192,581
General, administrative and store
operating expenses 160,194 150,976 137,285
-------- -------- --------
Operating income 77,255 66,546 55,296
Interest expense, net 517 583 1,551
-------- -------- --------
Income before income taxes 76,738 65,963 53,745
Provision for income taxes 29,400 26,400 21,500
-------- -------- --------
Net income $ 47,338 $ 39,563 $ 32,245
======== ======== ========
NET INCOME PER SHARE:
Basic $ 1.42 $ 1.28 $ 1.05
======== ======== ========
Diluted $ 1.38 $ 1.23 $ 1.02
======== ======== ========
WEIGHTED AVERAGE COMMON SHARES:
Basic 33,263 31,020 30,740
======== ======== ========
Diluted 34,217 32,038 31,737
======== ======== ========
The accompanying notes are an integral part of these
Consolidated Financial Statements.
26
TOO, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
FEBRUARY 1, FEBRUARY 2,
2003 2002
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 101,300 $ 63,538
Receivables 4,957 2,547
Inventories 55,080 44,537
Store supplies 12,285 10,357
Other 2,260 2,409
--------- ---------
Total current assets 175,882 123,388
Property and equipment, net 145,530 126,415
Deferred income taxes 14,929 14,786
Other assets 10,990 988
--------- ---------
Total assets $ 347,331 $ 265,577
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion long-term debt $ -- $ 17,500
Accounts payable 22,550 23,341
Accrued expenses 46,698 39,036
Income taxes payable 16,088 19,696
--------- ---------
Total current liabilities 85,336 99,573
Long-term debt, less current portion -- 32,500
Other long-term liabilities 8,335 5,295
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, 50 million shares authorized -- --
Common stock, $.01 par value, 100 million shares authorized,
34.1 million and 31.3 million shares issued and outstanding
at February 1, 2003 and February 2, 2002, respectively 341 313
Treasury stock, at cost, 29,709 shares at February 1, 2003 (998) --
Paid in capital 114,421 35,338
Retained earnings 139,896 92,558
--------- ---------
Total shareholders' equity 253,660 128,209
--------- ---------
Total liabilities and shareholders' equity $ 347,331 $ 265,577
========= =========
The accompanying notes are an integral part of these
Consolidated Financial Statements.
27
TOO, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS' EQUITY
(IN THOUSANDS)
COMMON SHARES TOTAL
------------- TREASURY PAID IN RETAINED SHAREHOLDERS'
SHARES AMOUNT STOCK CAPITAL EARNINGS EQUITY
------ ------ -------- ------- -------- ------------
BALANCES, JANUARY 29, 2000 30,674 $ 307 $ -- $ 24,410 $ 20,750 $ 45,467
Net income 32,245 32,245
Issuance of common stock under stock
option and restricted stock plans 85 1 1,100 1,101
Other, including tax benefit related to
issuance of stock under stock option
and restricted stock plans 898 898
--------- --------- --------- --------- --------- ---------
BALANCES, FEBRUARY 3, 2001 30,759 308 -- 26,408 52,995 79,711
Net income 39,563 39,563
Issuance of common stock under stock
option and restricted stock plans 582 5 6,371 6,376
Other, including tax benefit related to
issuance of stock under stock option
and restricted stock plans 2,559 2,559
--------- --------- --------- --------- --------- ---------
BALANCES, FEBRUARY 2, 2002 31,341 313 -- 35,338 92,558 128,209
Net income 47,338 47,338
Issuance of common stock under
follow-on offering 2,400 24 73,370 73,394
Issuance of common stock under stock
option and restricted stock plans 350 4 5,128 5,132
Purchases of treasury stock (30) (998) (998)
Other, including tax benefit related to
issuance of stock under stock option
and restricted stock plans 585 585
--------- --------- --------- --------- --------- ---------
BALANCES, FEBRUARY 1, 2003 34,061 $ 341 $ (998) $ 114,421 $ 139,896 $ 253,660
========= ========= ========= ========= ========= =========
The accompanying notes are an integral part of these
Consolidated Financial Statements.
28
TOO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
2002 2001 2000
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 47,338 $ 39,563 $ 32,245
IMPACT OF OTHER OPERATING ACTIVITIES ON CASH FLOWS:
Depreciation and amortization 18,884 17,950 16,536
CHANGES IN ASSETS AND LIABILITIES:
Inventories (10,543) 1,178 (11,059)
Accounts payable and accrued expenses 7,476 536 (6,646)
Income taxes (1,867) 6,569 (2,319)
Other assets (3,620) (1,753) (1,386)
Other liabilities 3,040 1,414 1,838
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 60,708 65,457 29,209
--------- --------- ---------
INVESTING ACTIVITIES:
Capital expenditures (39,739) (63,598) (36,308)
Funding of nonqualified benefit plans (9,436) -- --
--------- --------- ---------
NET CASH USED FOR INVESTING ACTIVITIES (49,175) (63,598) (36,308)
--------- --------- ---------
FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 73,394 -- --
Repayment of term loan (50,000) -- --
Purchases of treasury stock (998) -- --
Stock options, restricted stock and other equity changes 3,833 6,891 1,903
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 26,229 6,891 1,903
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 37,762 8,750 (5,196)
Cash and equivalents, beginning of year 63,538 54,788 59,984
--------- --------- ---------
Cash and equivalents, end of year $ 101,300 $ 63,538 $ 54,788
========= ========= =========
The accompanying notes are an integral part of these
Consolidated Financial Statements.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF FINANCIAL STATEMENT PRESENTATION
Too, Inc., (referred to herein as "Too" or the "Company") is the operator of two
specialty retailing businesses, Limited Too and mishmash. Limited Too sells
apparel, underwear, sleepwear, swimwear, footwear, lifestyle and personal care
products for fashion-aware, trend-setting young girls ages seven to fourteen
years. mishmash, launched by the Company in late September 2001, sells
cosmetics, sportswear, intimate apparel and footwear to young women ages
fourteen to nineteen. The assortment also includes accessories, jewelry, room
decor furnishings and lifestyle products. Goldmark, a 50% joint venture with
Angus & Coote (Holdings) Limited, was launched in late October 2002. Goldmark
offers real gold and sterling silver jewelry, watches, diamond rings and body
jewelry to men and women ages 15 to 30. The accompanying Consolidated Financial
Statements include the accounts of Too, Inc. and its wholly-owned subsidiaries
and reflect the Company's assets, liabilities, results of operations and cash
flows on a historical cost basis. The Company was established in 1987 and, prior
to the August 1999 Spin-off, was a wholly-owned subsidiary of The Limited, Inc.
("The Limited").
Effective August 23, 1999, The Limited distributed to its shareholders of record
as of August 11, 1999, all of its interest in Too on the basis of one share of
Too common stock for each seven shares of The Limited common stock (the
"Spin-off"). The Spin-off resulted in 30.7 million shares of Too common stock
outstanding as of August 23, 1999. As a result of the Spin-off, the Company
became an independent, separately traded, public company. In connection with the
Spin-off, Too and The Limited entered into certain agreements which are more
fully described in Note 8. From the time of the Spin-off until December 31,
2001, the Company's largest shareholder was also the largest shareholder of The
Limited.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Too and all
subsidiaries which are more than 50% owned. All significant intercompany
balances and transactions have been eliminated in consolidation. The Company has
one reportable segment which includes all of its products.
The Company's investment in its 50% owned joint venture is accounted for under
the equity method of accounting. Accordingly, the Company's share of net
earnings and losses from the venture is included in the Consolidated Statements
of Income. The joint venture is not material to Too's financial position, net
income or cash flows.
FISCAL YEAR
The Company's fiscal year ends on the Saturday closest to January 31. Fiscal
years are designated in the financial statements and notes by the calendar year
in which the fiscal year commences. The results for fiscal years 2002 and 2001
represent the 52-week periods ended February 1, 2003 and February 2, 2002,
respectively, while the 2000 fiscal year represents the 53-week period ended
February 3, 2001.
30
CASH EQUIVALENTS
The Company considers short-term investments with original maturities of three
months or less to be cash equivalents.
INVENTORIES
Inventories are principally valued at the lower of average cost or market, on a
first-in, first-out basis, utilizing the retail method.
STORE SUPPLIES
The initial inventory of supplies for new stores including, but not limited to,
hangers, signage, security tags, packaging and point-of-sale supplies is
capitalized at the store opening date. In lieu of amortizing the initial
balance, subsequent shipments are expensed, except for new merchandise
presentation programs, which are capitalized. Store supply balances are
periodically reviewed and adjusted as appropriate for changes in supply levels
and costs.
CATALOG AND ADVERTISING COSTS
Catalog costs, principally catalog production and mailing costs, are amortized
over the expected revenue stream, which is generally three months from the date
that the catalogs are first mailed. All other advertising costs, including costs
associated with in-store photographs and direct mail campaigns, are expensed at
the time the promotion first appears in media or in the store. Advertising costs
amounted to $19.0 million, $14.8 million and $8.4 million for fiscal years 2002,
2001 and 2000, respectively.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and amortization are
computed on a straight-line basis, using service lives for store assets ranging
principally from 5 to 10 years for building improvements and 3 to 10 years for
other property and equipment. Property and equipment at the home office and
distribution center is assigned service lives between 5 and 40 years. The cost
of assets sold or retired and the related accumulated depreciation or
amortization are removed from the accounts, with any resulting gain or loss
included in net income. Interest costs associated with the construction of
certain long-term projects are capitalized. Maintenance and repairs are charged
to expense as incurred. Major renewals and betterments that extend service lives
are capitalized.
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that full recoverability is questionable. Store assets
are reviewed by district, in accordance with the method by which management
reviews store performance. Factors used in the valuation include, but are not
limited to, management's plans for future operations, recent operating results
and projected cash flows. Impaired assets are written down to estimated fair
value with fair value generally being determined based on discounted expected
future cash flows. No impairment charges have been recorded based on
management's review.
31
INCOME TAXES
The Company accounts for income taxes using the liability method. Under this
method, deferred tax assets and liabilities are recognized based on the
difference between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates in effect in the years when
those temporary differences are expected to reverse. The effect on deferred
taxes of a change in tax rates is recognized in income in the period that
includes the enactment date.
REVENUE RECOGNITION
Sales are recorded when the customer takes possession of merchandise -- that is,
the point of sale. Markdowns associated with the Frequent Buyer and "Too Bucks"
programs are recognized upon redemption in conjunction with a qualifying
purchase. Catalog and Internet sales are recorded upon shipment to the customer.
A reserve is provided for projected merchandise returns based on prior
experience.
Amounts relating to shipping and handling billed to customers in a sale
transaction are classified as revenue. The Company considers related shipping
and handling costs to be the direct shipping charges associated with catalog and
e-commerce sales. Such costs are reflected in cost of goods sold, buying and
occupancy costs. The Company classifies employee discounts as a reduction of
revenue.
STORE PRE-OPENING EXPENSES
Pre-opening expenses related to new store openings are charged to operations as
incurred.
FINANCIAL INSTRUMENTS
The recorded values of financial instruments, including cash and equivalents,
receivables, the current portion of long-term debt and accounts payable,
approximate fair value due to their short maturity. The recorded value of
long-term debt as of February 2, 2002 approximated fair value as the interest
rate on such debt was reset near the end of fiscal 2001.
32
STOCK-BASED COMPENSATION
At February 1, 2003, the Company has various stock option and restricted stock
plans, which are described more fully in Note 10. The Company accounts for these
plans under the recognition and measurement principles of APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations. No
stock option-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of FASB Statement No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation
(in millions except per share amounts):
2002 2001 2000
------ ------ ------
Net income, as reported $ 47.3 $ 39.6 $ 32.2
Deduct: Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of related tax effects $ (2.8) $ (1.9) $ (1.3)
------ ------ ------
Pro forma net income $ 44.5 $ 37.7 $ 30.9
====== ====== ======
Earnings per share:
Basic - as reported $ 1.42 $ 1.28 $ 1.05
====== ====== ======
Basic - pro forma $ 1.33 $ 1.22 $ 1.01
====== ====== ======
Diluted - as reported $ 1.38 $ 1.23 $ 1.02
====== ====== ======
Diluted - pro forma $ 1.30 $ 1.18 $ 0.97
====== ====== ======
The weighted average fair value per share of options granted is estimated using
the Black-Scholes option-pricing model and the following weighted average
assumptions for fiscal years 2002, 2001 and 2000, respectively: price volatility
of 50%, 40% and 45%, risk-free interest rate of 3.5%, 4.0% and 5.5%, and
expected life of 5.0, 5.0 and 5.5 years. Additionally, for fiscal years 2002,
2001 and 2000, no expected dividends are assumed and the forfeiture rate is 20%.
EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur if stock options or
restricted stock were converted into common stock using the treasury stock
method.
A reconciliation of basic and diluted common shares used in the determination of
earnings per share follows (in thousands):
2002 2001 2000
------- ------- -------
Net income $47,338 $39,563 $32,245
======= ======= =======
Weighted average common shares - basic 33,263 31,020 30,740
Dilutive effect of stock options
and restricted stock 954 1,018 997
------- ------- -------
Weighted average common shares - diluted 34,217 32,038 31,737
======= ======= =======
33
Options to purchase 155,400, 208,000 and 174,200 common shares were not included
in the computation of net income per diluted share for the fiscal years ended
February 1, 2003, February 2, 2002 and February 3, 2001, respectively, as the
options' exercise prices were greater than the average market price of the
common shares for the reported periods.
USE OF ESTIMATES IN THE PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Because actual results may
differ from those estimates, the Company revises its estimates and assumptions
as new information becomes available.
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards ("SFAS") No. 143, "Accounting for
Asset Retirement Obligations," will be effective in the first quarter of 2003.
The standard requires entities to record the fair value of a liability for an
asset retirement obligation in the period in which it is incurred. When the
liability is initially recorded, the entity capitalizes the corresponding
estimated retirement cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its present value each
period, and the capitalized cost is depreciated over the useful life of the
related asset. Upon settlement of the liability, an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement.
Because costs associated with exiting leased properties at the end of the lease
terms are minimal, the Company believes that when the statement is adopted, it
will not have a significant effect on the Company's results of operations or its
financial position.
SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections" was issued by the Financial
Accounting Standards Board during the second quarter of 2002. SFAS 145
eliminates FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment
of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of
Debt Made to Satisfy Sinking-Fund Requirements." As a result, gains and losses
from extinguishment of debt should be classified as extraordinary items only if
they meet the criteria in Accounting Principles Board (APB) Opinion No. 30. SFAS
145 amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. SFAS 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. The
provisions of this Statement related to the rescission of Statement 4 shall be
applied in fiscal years beginning after May 15, 2002. The provisions of this
Statement related to Statement 13 are effective for transactions occurring after
May 15, 2002. All other provisions of this Statement are effective for financial
statements issued on or after May 15, 2002. The Company believes that the
adoption of the provisions of this statement related to the rescission of
Statement 4 will not have a significant effect on the Company's results of
operations or its financial position. The adoption of the other provisions of
this statement did not have a material impact on the Company's consolidated
financial statements.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
was issued by the Financial Accounting Standards Board during the second quarter
of 2002. SFAS 146 requires that a liability for a cost associated with an exit
or disposal activity be recognized when the liability is incurred. SFAS 146
eliminates the
34
definition and requirement for recognition of exit costs in EITF Issue No. 94-3
where a liability for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS 146 also establishes that the liability should
initially be measured and recorded at fair value. This statement is effective
for exit or disposal activities initiated after December 31, 2002. The Company
believes that the adoption of this statement will not have a significant impact
on its results of operations or financial position.
Financial Accounting Standards Board Interpretation ("FIN") No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" was issued in November 2002. FIN 45
requires that upon issuance of a guarantee, the guarantor must recognize a
liability for the fair value of the obligation it assumes under the guarantee.
Guarantors will also be required to meet expanded disclosure obligations. The
initial recognition and measurement provisions of FIN 45 are effective for
guarantees issued or modified after December 31, 2002. The disclosure
requirements are effective for annual and interim financial statements that end
after December 15, 2002. The adoption of this Interpretation will not have a
material impact on the Company's consolidated financial statements.
In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
issues raided in EITF 02-16, "Accounting by a Reseller for Cash Consideration
Received from a Vendor." This EITF issue addresses the timing of recognition for
rebates that are earned by resellers based on specified levels of purchases or
over specified periods of time. This guidance related to timing of recognition
is to be applied prospectively to new rebate arrangements entered into after
November 21, 2002. This EITF issue also addresses the classification of cash
consideration received from vendors in a reseller's income statement. The
guidance related to income statement classification is to be applied to all new
arrangements or arrangements modified after December 31, 2002. The adoption of
this issue did not have a material impact on the Company's consolidated
financial statements.
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of SFAS No. 123" was issued in December 2002. SFAS No.
148 amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, SFAS
No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The Company continues to account for stock-based
compensation using Accounting Principles Board Statement No. 25, "Accounting for
Stock Issued to Employees," and has not adopted the recognition provisions of
SFAS No. 123, as amended by SFAS No. 148. However, the Company has adopted the
disclosure provisions of SFAS No. 148 for the current fiscal year and has
included this information in Note 2.
35
3. PROPERTY AND EQUIPMENT
Property and equipment, at cost, consisted of (in thousands):
FEBRUARY 1, FEBRUARY 2,
2003 2002
--------- ---------
Land $ 8,041 $ 7,797
Buildings 41,611 --
Furniture, fixtures and equipment 140,312 105,554
Leaseholds improvements 40,182 45,408
Construction-in-progress 1,587 49,069
--------- ---------
Total 231,733 207,828
Less: accumulated depreciation and
amortization (86,203) (81,413)
--------- ---------
Property and equipment, net $ 145,530 $ 126,415
========= =========
4. LEASED FACILITIES AND COMMITMENTS
The Company operates stores under lease agreements expiring on various dates
through 2013. The initial terms of leases are generally 10 years. Annual store
rent is generally composed of a fixed minimum amount, plus contingent rent based
on a percentage of sales exceeding a stipulated amount. Many of the leases
provide for future rent escalations and renewal options. Most leases require the
Company to pay taxes, common area costs and certain other expenses.
At February 1, 2003, the Company operated 102 stores under sublease agreements
with The Limited. These sublease agreements require the Company to pay a
proportionate share, based on selling space, of all costs, principally rent,
maintenance, taxes and utilities. Pursuant to the sublease agreements, the
Company is required to pay contingent rent to The Limited if stores' sales
exceed a stipulated amount. The Limited also provides guarantees on 48 store
leases and assesses a fee based on stores' sales exceeding defined levels.
In addition, the Company leases certain equipment under operating lease
agreements that expire at various dates through 2007.
A summary of rent expense for the fiscal years 2002, 2001, and 2000 follows (in
thousands):
2002 2001 2000
------- ------- -------
Fixed minimum $49,242 $42,448 $36,881
Contingent 1,439 1,290 1,649
------- ------- -------
Total store rent 50,681 43,738 38,530
Equipment and other 4,583 1,311 1,074
------- ------- -------
Total rent expense $55,264 $45,049 $39,604
======= ======= =======
36
A summary of minimum rent commitments under noncancellable leases as of February
1, 2003 follows (in thousands):
2003 $ 55,658
2004 53,993
2005 48,639
2006 41,815
2007 32,604
Thereafter 121,966
5. ACCRUED EXPENSES
Accrued expenses consisted of (in thousands):
FEBRUARY 1, FEBRUARY 2,
2003 2002
----------- -----------
Compensation, payroll taxes and benefits $14,471 $16,474
Rent and store expenses 12,738 7,225
Deferred revenue 8,063 6,120
Taxes, other than income 4,747 3,727
Other 6,679 5,490
------- -------
Total $46,698 $39,036
======= =======
6. CREDIT FACILITY
During August 1999, the Company entered into a five-year $100 million credit
agreement (the "Credit Facility") with a syndicate of banks. The Credit Facility
is collateralized by virtually all assets of the Company and was comprised of a
$50 million five-year term loan and a $50 million revolving loan commitment. The
entire amount of the term portion was drawn in order to fund a $50 million
dividend to The Limited. On May 24, 2002, the Company paid off the entire $50
million term loan due under the Credit Facility.
The $50 million revolving loan commitment is available to fund working capital
requirements and for general corporate purposes. Interest on borrowings under
the Credit Facility is based on matrix pricing applied to either the London
Interbank Offered Rate or Prime, as defined in the agreement. A commitment fee
based on matrix pricing is charged on the unused portion of the revolving loan
commitment. The commitment fee is up to 1/2 of 1% of the unused revolving credit
commitment per annum. Under the terms of the Credit Facility, the Company is
required to comply with certain covenants including financial ratios. The Credit
Facility limits the Company from incurring certain additional indebtedness and
restricts substantial asset sales, capital expenditures above approved limits
and cash dividends. The Company is in compliance with all applicable terms of
the Credit Facility. As of February 1, 2003, there were no amounts outstanding
under the revolving portion of the Credit Facility.
37
Net interest expense consisted of the following (in thousands):
2002 2001 2000
------- ------- -------
Interest expense $ 2,347 $ 3,787 $ 5,044
Interest income (1,830) (3,204) (3,493)
------- ------- -------
Net interest expense $ 517 $ 583 $ 1,551
======= ======= =======
Interest paid in fiscal 2002, 2001 and 2000 amounted to $1.1 million, $3.0
million and $4.7 million, respectively.
7. INCOME TAXES
The provision for income taxes consisted of the following (in thousands):
2002 2001 2000
-------- -------- --------
CURRENT:
Federal $ 23,667 $ 21,877 $ 19,534
State 3,738 5,073 4,443
-------- -------- --------
Total current 27,405 26,950 23,977
DEFERRED:
Federal 1,781 (626) (2,347)
State 214 76 (130)
-------- -------- --------
Total deferred 1,995 (550) (2,477)
-------- -------- --------
Total income tax provision $ 29,400 $ 26,400 $ 21,500
======== ======== ========
A reconciliation between the statutory federal income tax rate and the effective
income tax rate follows:
2002 2001 2000
-------- -------- --------
Federal income tax rate 35.0% 35.0% 35.0%
State income taxes, net of federal benefit 3.5 4.5 4.5
Other items, net (0.2) 0.5 0.5
------- ------- -------
Total effective income tax rate 38.3% 40.0% 40.0%
======= ======= =======
38
The effect of temporary differences, which give rise to net deferred tax
balances, was as follows (in thousands):
2002 2001
-------------------------------------- -------------------------------------
Assets Liabilities Total Assets Liabilities Total
-------- -------------- -------- -------- -------- --------
Book depreciation in excess of tax $ 2,842 $ -- $ 2,842 $ 3,764 $ -- $ 3,764
Rent 995 -- 995 1,366 -- 1,366
Inventory 2,035 -- 2,035 1,495 -- 1,495
Accrued expenses 6,160 -- 6,160 5,679 -- 5,679
Store supplies - basis differential -- (3,752) (3,752) -- (2,594) (2,594)
Other, net 3,494 -- 3,494 4,059 -- 4,059
-------- -------- -------- -------- -------- --------
Total deferred income taxes $ 15,526 $ (3,752) $ 11,774 $ 16,363 $ (2,594) $ 13,769
======== ======== ======== ======== ======== ========
No valuation allowance has been provided for deferred tax assets because
management believes that it is more likely than not that the full amount of the
net deferred tax assets will be realized in the future.
Income taxes payable included net current deferred tax liabilities of $3.2
million and $1.0 million in fiscal years 2002 and 2001, respectively.
Subsequent to the Spin-off, the Company began filing its tax returns on a
separate basis. Prior to the Spin-off, income tax obligations were treated as
being settled through the intercompany accounts as if the Company was filing its
income tax returns on a separate company basis. Amounts paid to The Limited
related to income tax liabilities incurred prior to the Spin-off totaled
$640,000, and $8.5 million in fiscal years 2001 and 2000, respectively.
Subsequent to the Spin-off, the Company made income tax payments directly to
taxing authorities amounting to $29.9 million, $21.4 million, and $16.1 in
fiscal years 2002, 2001 and 2000, respectively.
8. RELATED PARTY TRANSACTIONS
Prior to the Spin-off, the Company and The Limited entered into service
agreements for generally a terms of one to three years with most of the
agreements having expired during fiscal 2000. Expiring in fiscal 2002 were
service agreements for the use by the Company for home office space and
distribution services covering flow of goods from factory to store. These
agreements were for a term of up to three years from the Spin-off date. Costs
for these services were The Limited's costs of providing the services plus 5% of
these costs, excluding any markup on third-party costs. Both agreements were
terminated in the first quarter of 2002.
Significant merchandise purchases were made from Mast, a wholly-owned subsidiary
of The Limited. In fiscal year 2000, merchandise purchases were also made from
Gryphon, an indirect subsidiary of The Limited. Mast is a contract manufacturer
and apparel importer while Gryphon was a developer of fragrance and personal
care products as well as a contract manufacturer. Prices are negotiated on a
competitive basis by merchants of Too with Mast and other manufacturers.
39
The following table summarizes amounts incurred related to transactions between
Too and The Limited (in thousands):
2002 2001 2000
-------- -------- --------
Merchandise purchases $ 56,920 $ 67,441 $ 74,866
Capital expenditures 1,554 -- 9,038
Inbound and outbound shipping 3,929 8,359 8,717
Store leasing, construction and management 17,758 19,144 34,799
Distribution center, MIS and home office expenses 1,804 8,571 12,325
-------- -------- --------
$ 81,965 $103,515 $139,745
======== ======== ========
Amounts payable to the Limited were $6.8 million at February 1, 2003 and $8.0
million at February 2, 2002.
During fiscal year 2002, the Company formed a 50% joint venture, which is
accounted for under the equity method of accounting. At February 1, 2003, the
Company's investment in the joint venture amounted to $620,000. The net
receivable due to the Company from the joint venture was $840,000 at February 1,
2003.
9. RETIREMENT BENEFITS
The Company sponsors a qualified defined contribution retirement plan. The
Company's contributions to this plan are based on a percentage of the
associates' eligible annual compensation. Participation in the qualified plan is
available to all associates who have completed 1,000 or more hours of service
with the Company during certain 12-month periods and attained the age of 21.
The Company also sponsors a nonqualified supplemental retirement plan and a
nonqualified alternate savings plan. The Company's contributions to the
supplemental retirement plan are based on a percentage of the associates'
eligible annual compensation. In the case of the alternate savings plan, the
Company's contributions are based on a match of the associates' contribution up
to a pre-determined percentage. Participation in the nonqualified plan is
subject to service and compensation requirements. As of February 1, 2003 and
February 2, 2002, the Company had accrued $10.4 million and $6.8 million,
respectively, for its obligations under these plans. The Company purchased
corporate-owned life insurance policies during 2002 in connection with the
nonqualified plans. The cash surrender value of these policies included in other
long-term assets was $9.4 million at February 1, 2003.
The cost of these plans was $5.4 million, $4.9 million, and $4.2 million in
fiscal years 2002, 2001 and 2000, respectively.
10. STOCK-BASED COMPENSATION
The Company has stock option and restricted stock plans which provide incentive
stock options, non-qualified stock options and restricted stock to officers,
directors and key associates. Stock options are granted at the fair market value
of the Company's common shares on the date of grant and generally have 10-year
terms. Most option grants generally vest ratably over the first four
anniversaries of the grant date.
40
Approximately 100,000 restricted shares were granted in 2002 and 2000 with total
market value at the grant date of $2.6 million and $2.7 million, respectively.
Both restricted share grants in 2002 and 2000 were subject to performance
requirements, all of which have been met. The market value of restricted shares,
as adjusted at the measurement date for shares with performance requirements, is
being amortized over the vesting period. Compensation expense related to
restricted shares amounted to $2.5 million, $2.7 million and $4.3 million for
2002, 2001 and 2000, respectively. No restricted shares were granted in 2001.
A summary of changes in the Company's stock option plans for fiscal years 2002,
2001 and 2000 is presented below:
2002 2001 2000
------------------------------- ----------------------------- ----------------------------
WEIGHTED WEIGHTED WEIGHTED
NUMBER OF AVERAGE OPTION NUMBER OF AVERAGE OPTION NUMBER OF AVERAGE OPTION
SHARES PRICE/SHARE SHARES PRICE/SHARE SHARES PRICE/SHARE
---------- ----------- --------- ----------- --------- -----------
Outstanding at beginning of year 2,405,000 $ 16 2,336,200 $ 14 1,897,400 $ 11
Granted and converted 746,900 $ 26 499,100 $ 17 614,300 $ 26
Exercised (191,800) $ 12 (393,800) $ 10 (38,400) $ 10
Canceled (58,600) $ 24 (36,500) $ 17 (137,100) $ 16
---------- ---------- ---------- ---------- ---------- ----------
Outstanding at end of year 2,901,500 $ 18 2,405,000 $ 16 2,336,200 $ 14
========== ========== ========== ========== ========== ==========
Options exercisable at end of year 961,500 $ 16 662,000 $ 15 514,200 $ 11
========== ========== ========== ========== ========== ==========
The following table summarizes information about stock options outstanding at
February 1, 2003:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------------------- -------------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF NUMBER REMAINING AVERAGE NUMBER AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
-------------- ----------- ---------------- -------------- ----------- --------------
$5 - $10 543,200 4.3 $ 7 264,700 $ 7
$10 - $15 369,100 5.3 $ 11 222,200 $ 12
$15 - $20 712,600 7.4 $ 16 231,700 $ 17
$20 - $25 74,700 8.3 $ 23 24,800 $ 23
$25 - $32 1,201,900 8.4 $ 27 218,100 $ 27
----------- ------ ------- --------- -------
2,901,500 7.0 $ 18 961,500 $ 16
=========== ====== ======= ========= =======
41
Shares reserved under the various plans amounted to 5.4 million as of February
1, 2003 and February 2, 2002, and 3.8 million as of February 3, 2001,
respectively. The weighted average fair value of options granted during fiscal
years 2002, 2001 and 2000, respectively, was $12.35, $6.99 and $13.29.
Under APB 25, no compensation expense is recognized in the financial statements
for stock options. Had compensation expense been recognized for stock-based
compensation plans in accordance with the Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," the Company would
have recorded net income of $44.5 million, $37.7 million and $30.9 million, and
diluted earnings per share of $1.30, $1.18 and $.97, for fiscal years 2002, 2001
and 2000, respectively.
11. ADVERTISING BARTER TRANSACTIONS
During fiscal 2002, the Company entered into advertising and cross promotion
barter transactions whereby advertising space was allotted to third parties in
the Company's catalog in exchange for production of Limited Too television
commercials, airtime and other advertising. The Company accounts for barter
transactions in accordance with EITF 99-17, "Accounting for Advertising Barter
Transactions." EITF 99-17 requires that barter transactions be recorded at the
fair value of advertising surrendered only if the fair value is determinable
based on the entity's own historical practice of receiving cash for similar
advertising. No revenues or expenses were recorded for the year-ended February
1, 2003.
12. COMMON STOCK FINANCING
On May 24, 2002, the Company sold 2.4 million shares of its common stock,
resulting in net proceeds of $73.4 million. On that day, the Company paid off
the entire $50 million term loan due under the Credit Facility and the remaining
proceeds from the sale of common stock will be used for general corporate
purposes. The $50 million revolving loan commitment under the Credit Facility
remains in effect and is available to the Company for future business purposes.
13. LEGAL MATTERS
There are various claims, lawsuits and other legal actions pending for and
against Too incident to the operations of its business. It is the opinion of
management that the ultimate resolution of these matters will not have a
material adverse effect on Too's results of operations, cash flows or financial
position.
42
14. QUARTERLY FINANCIAL DATA (UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
2002 FIRST SECOND THIRD FOURTH
--------------------- ----- ------ ----- ------
Net sales $ 158,591 $ 141,248 $ 164,629 $ 182,987
Gross income 53,523 49,445 59,021 75,460
General, administrative and
store operating expenses 43,525 39,898 41,606 35,165
Net income 5,845 5,531 10,836 25,126
Earnings per share - basic $ 0.19 $ 0.17 $ 0.32 $ 0.74
Earnings per share - diluted $ 0.18 $ 0.16 $ 0.31 $ 0.72
Market price per share:
- High $ 32.00 $ 34.50 $ 26.75 $ 30.64
- Low $ 24.80 $ 21.60 $ 19.45 $ 16.32
- Close $ 30.38 $ 22.25 $ 26.00 $ 16.65
2001 FIRST SECOND THIRD FOURTH
--------------------- ----- ------ ----- ------
Net sales $ 136,657 $ 125,468 $ 148,763 $ 191,801
Gross income 44,963 40,974 51,382 80,203
General, administrative and
store operating expenses 38,516 35,720 37,968 38,772
Net income 3,815 2,877 8,040 24,831
Earnings per share - basic $ 0.12 $ 0.09 $ 0.26 $ 0.79
Earnings per share - diluted $ 0.12 $ 0.09 $ 0.25 $ 0.77
Market price per share:
- High $ 21.53 $ 27.40 $ 29.10 $ 30.23
- Low $ 15.27 $ 18.43 $ 18.00 $ 23.00
- Close $ 19.04 $ 23.20 $ 27.35 $ 27.16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
43
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is set forth under the captions "ELECTION
OF DIRECTORS" and SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in
the Company's proxy statement for the Annual Meeting of Stockholders to be held
May 20, 2003 (the "Proxy Statement") and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is set forth under the caption "EXECUTIVE
COMPENSATION" in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is set forth under the captions "ELECTION
OF DIRECTORS - Security Ownership of Directors and Management," "SHARE OWNERSHIP
OF PRINCIPAL STOCKHOLDERS" and "EQUITY COMPENSATION PLAN INFORMATION in the
Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is set forth under the captions "ELECTION
OF DIRECTORS - Nominees and Directors" in the Proxy Statement and is
incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer along with our Chief Financial Officer, of
the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14. Based upon this evaluation, our
Chief Executive Officer along with our Chief Financial Officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to us (including our consolidated subsidiaries)
required to be included in our periodic SEC reports. It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.
Since the date of our evaluation to the filing date of this Annual Report on
Form 10-K, there have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
44
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) List of Financial Statements.
The following consolidated financial statements of Too, Inc. and Subsidiaries
and the related notes are filed as a part of this report pursuant to ITEM 8:
- Consolidated Statements of Income for the fiscal years ended February
1, 2003, February 2, 2002 and February 3, 2001.
- Consolidated Balance Sheets as of February 1, 2003 and February 2,
2002.
- Consolidated Statements of Changes in Shareholders' Equity for the
fiscal years ended February 1, 2003, February 2, 2002 and February 3,
2001.
- Consolidated Statements of Cash Flows for the fiscal years ended
February 1, 2003, February 2, 2002 and February 3, 2001.
- Notes to Consolidated Financial Statements.
- Report of Management.
- Report of Independent Accountants.
(a) (2) List of Financial Statement Schedules.
All schedules required to be filed as part of this report pursuant to ITEM 14(d)
are omitted because the required information is either presented in the
financial statements or notes thereto, or is not applicable, required or
material.
(a) (3) List of Exhibits.
2.1 Distribution Agreement dated as of August 23, 1999 between The
Limited, Inc. and Too, Inc. (incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K filed October 1, 1999).
3.1 Amended and Restated Certificate of Incorporation of Too, Inc.
(incorporated by reference to Exhibit 3.1 to the Current Report
on Form 8-K filed October 1, 1999).
3.2 Amended and Restated Bylaws of Too, Inc. (incorporated by
reference to Exhibit 3.2 to the Current Report on Form 8-K filed
October 1, 1999).
45
4.1 Specimen Certificate of Common Stock of Too, Inc. (incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K
filed October 1, 1999).
10.1 Credit Agreement among Too, Inc., various lending institutions,
Citicorp USA, Inc., as Syndication Agent and Morgan Guaranty
Trust Company of New York, as Administrative Agent (incorporated
by reference to Exhibit 10.1 to the Amended Registration
Statement on Form 10 filed August 18, 1999).
10.2 Store Leases Agreement dated as of August 23, 1999 by and among
The Limited Stores, Inc., Victoria's Secret Stores, Inc., Lerner
New York, Inc., Express, LLC, Structure, Inc., The Limited, Inc.
and Too, Inc. (incorporated by reference to Exhibit 10.2 to the
Current Report on Form 8-K filed October 1, 1999).
10.3 Trademark and Service Mark Licensing Agreement dated as of August
23, 1999 between Limco, Inc. and LimToo, Inc. (incorporated by
reference to Exhibit 10.3 to the Current Report on Form 8-K filed
October 1, 1999).
10.4 Services Agreement dated as of August 23, 1999 by and between The
Limited, Inc. and Too, Inc. (incorporated by reference to Exhibit
10.4 to the Current Report on Form 8-K filed October 1, 1999).
10.5 Tax Separation Agreement dated August 23, 1999 between The
Limited, Inc., on behalf of itself and the members of The Limited
Group, and Too, Inc., on behalf of itself and the members of the
Too Group. (incorporated by reference to Exhibit 10.5 to the
Current Report on Form 8-K filed October 1, 1999).
10.6 Building Lease Agreement dated July 1, 1995 by and between
Distribution Land Corp. and Limited Too, Inc., the predecessor
company of Too, Inc. (incorporated by reference to Exhibit 10.6
to the Amended Registration Statement on Form 10 filed August 18,
1999).
10.7 Amendment to Building Lease Agreement between Distribution Land
Corp. and Too, Inc. (incorporated by reference to Exhibit 10.7 to
the Current Report on Form 8-K filed October 1, 1999).
10.8 Too, Inc. 1999 Incentive Compensation and Performance Plan.
(incorporated by reference to Exhibit 10.8 to the Current Report
on Form 8-K/A filed March 20, 2000).
10.9 Too, Inc. Second Amended and Restated 1999 Stock Option and
Performance Incentive Plan (incorporated by reference to Exhibit
10.23 to the Quarterly Report on Form 10-Q filed on June 14,
2001).
10.10 Too, Inc. Third Amended and Restated 1999 Stock Option Plan for
Non-Associate Directors.
46
10.11 Too, Inc. First Amended and Restated Savings and Retirement Plan.
(incorporated by reference to Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed on September 11, 2000).
10.12 Too, Inc. First Amended and Restated Supplemental Retirement and
Deferred Compensation Plan. (incorporated by reference to Exhibit
10.2 to the Quarterly Report on Form 10-Q filed on September 11,
2000).
10.13 Employment Agreement, dated as of September 15, 2000, between the
Company and Michael W. Rayden (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on
December 14, 2000).
10.14 Executive Agreement, dated as of September 15, 2000, between the
Company and Michael W. Rayden (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on
December 14, 2000).
10.15 Employment Agreement, dated as of September 15, 2000, between the
Company and Kent A. Kleeberger (incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on
December 14, 2000).
10.16 Executive Agreement, dated as of September 15, 2000, between the
Company and Kent A. Kleeberger (incorporated by reference to
Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on
December 14, 2000).
10.17 Employment Agreement, dated as of September 15, 2000, between the
Company and James C. Petty (incorporated by reference to Exhibit
10.5 to the Quarterly Report on Form 10-Q filed on December 14,
2000).
10.18 Executive Agreement, dated as of September 15, 2000, between the
Company and James C. Petty (incorporated by reference to Exhibit
10.6 to the Quarterly Report on Form 10-Q filed on December 14,
2000).
10.19 Employment Agreement, dated as of October 30, 2000, between the
Company and Ronald Sykes (incorporated by reference to Exhibit
10.19 to the Annual Report on Form 10-K filed on May 2, 2001).
10.20 Executive Agreement, dated as of October 30, 2000, between the
Company and Ronald Sykes (incorporated by reference to Exhibit
10.20 to the Annual Report on Form 10-K filed on May 2, 2001).
10.21 Employment Agreement, dated as of September 15, 2000, between the
Company and Sally A. Boyer (incorporated by reference to Exhibit
10.21 to the Quarterly Report on Form 10-Q filed on December 14,
2000).
10.22 Executive Agreement, dated as of September 15, 2000, between the
Company and Sally A. Boyer (incorporated by reference to Exhibit
10.22 to the Quarterly Report on Form 10-Q filed on December 14,
2000).
47
10.23 Second Amendment to Credit Agreement among Too, Inc., various
lending institutions, Citicorp USA, Inc., as Syndication Agent
and Morgan Guaranty Trust Company of New York, as Administrative
Agent (incorporated by reference to Exhibit 10.23 to the Annual
Report on Form 10-K filed on April 29, 2002).
10.24 Employment Agreement, dated as of September 15, 2000, between the
Company and Scott M. Bracale.*
10.25 Executive Agreement, dated as of September 15, 2000, between the
Company and Scott M. Bracale.*
10.26 Employment Agreement, dated as of September 15, 2000, between the
Company and Joan E. Munnelly.*
10.27 Executive Agreement, dated as of September 15, 2000, between the
Company and Joan E. Munnelly.*
21 Subsidiaries of the Registrant.*
23 Consent of Independent Accountants.*
24 Powers of Attorney.*
99.1 Certification of Report by the Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
99.2 Certification of Report by the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
* Filed with this report.
(b) Reports on Form 8-K.
None.
(c) Exhibits.
The exhibits to this report are listed in section (a) (3) of Item 15
above.
(d) Financial Statement Schedule
None.
48
SIGNATURES
Pursuant to the requirements of Section 13 or l5(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: April 9, 2003 TOO, INC.
(registrant)
By /s/ Kent A. Kleeberger
-------------------------------
Kent A. Kleeberger
Executive Vice President, Chief Operating
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 9, 2003:
Signature Title
------------ -----
/s/ MICHAEL W. RAYDEN* Chairman of the Board,
------------------------------- President and Chief Executive Officer
Michael W. Rayden (Principal Executive Officer)
/s/ KENT A. KLEEBERGER* Director, Executive Vice President,
------------------------------- Chief Operating Officer and Chief Financial Officer
Kent A. Kleeberger (Principal Financial and Accounting Officer)
/s/ SALLY A. BOYER* Director, President, Merchandising
-------------------------------
Sally A. Boyer
/s/ ELIZABETH M. EVEILLARD* Director
-------------------------------
Elizabeth M. Eveillard
/s/ NANCY J. KRAMER* Director
-------------------------------
Nancy J. Kramer
49
/s/ DAVID A. KRINSKY* Director
-------------------------------
David A. Krinsky
/s/ PHILIP E. MALLOTT* Director
-------------------------------
Philip E. Mallott
/s/ FREDRIC M. ROBERTS* Director
-------------------------------
Fredric M. Roberts
/s/ KENNETH JAMES STROTTMAN* Director
-------------------------------
Kenneth James Strottman
* The undersigned, by signing his name hereto, does hereby sign this report
on behalf of each of the above-indicated directors of the registrant
pursuant to powers of attorney executed by such directors.
By /s/ Kent A. Kleeberger
--------------------------------
Kent A. Kleeberger
Attorney-in-fact
50
CERTIFICATION
I, Michael W. Rayden, certify that:
1. I have reviewed this annual report on Form 10-K of Too, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: April 9, 2003
/s/ Michael W. Rayden
--------------------------
Michael W. Rayden
Chairman of the Board, President and
Chief Executive Officer
51
CERTIFICATION
I, Kent A. Kleeberger, certify that:
1. I have reviewed this annual report on Form 10-K of Too, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: April 9, 2003
/s/ Kent A. Kleeberger
--------------------------
Kent A. Kleeberger
Executive Vice President, Chief Operating
Officer and Chief Financial Officer
52