Foot Locker Inc (FL) 2013 Q1 法說會逐字稿

Good morning, ladies and gentlemen.

And welcome to the Foot Locker first-quarter 2013 financial results conference call.

At this time all participants are in a listen-only mode.

Later we will conduct a question-and-answer session.

This conference call may contain forward-looking statements that reflect management's current views of future events and financial performance.

These forward-looking statements are based on many assumptions and factors, including the effects of currency fluctuation, customer preferences, economic and market conditions worldwide, and other risks and uncertainties described in the Company's press releases and SEC filings.

We refer you to Foot Locker Inc.'s most recent Form 10-K or Form 10-Q for a complete description of these factors.

Any changes in such assumptions or factors could produce significantly different results.

And actual results may differ materially from those contained in the forward-looking statements.

If you have not received today's release, it is available on the internet at www.PRNewswire.com or www.footlocker-inc.com.

Please note that this conference is being recorded.

I would now like to turn the call over to John Maurer, Vice President, Treasurer and Investor Relations.

Mr. Maurer, you may begin.

Thank you, and welcome to Foot Locker Inc.'s first-quarter 2013 earnings conference call.

Earlier this morning we reported first-quarter net income of $138 million, or $0.90 per share.

These results include approximately $1 million of transaction costs related to our pending acquisition of Runners Point Group, which we announced earlier in the month.

Our first-quarter EPS on a non-GAAP basis, excluding this cost, was $0.91 per share.

This result is an increase of almost 10% over the $0.83 per share that Foot Locker earned in the first quarter of 2012.

And represents the highest quarterly profits the Company has ever achieved as Foot Locker, Inc.

Our prepared remarks will begin this morning with Lauren Peters, Executive Vice President and Chief Financial Officer, who will review our first-quarter financial results in more detail.

After Lauren, Dick Johnson, our Executive Vice President and Chief Operating Officer, will provide an update on several of our key initiatives, and comment on the pending Runners Point Group acquisition.

Ken Hicks, our Chairman and CEO, will then provide additional insight into our business strategies and major trends we're seeing in the athletic industry.

In order to have plenty of time for your questions after our prepared remarks, let me turn the call right over to you, Lauren.

Thank you, John.

And good morning to you all.

We are quite pleased with the strong start to 2013 that we reported this morning.

Our non-GAAP earnings of $0.91 per share represents a solid improvement over the first-quarter results we posted in 2012, especially in light of the relatively slow start in February we told you about on our previous call.

And the sales shift related to the 53rd week last year, both of which challenged our leverage opportunities.

Reviewing the results in detail, we reported a 5.2% comparable sales increase in the first quarter, with a 3.8% comp increase in our stores and an increase in our Direct-to-Customer segment of 18.2%.

Our total reported sales increased 3.8%.

We operated slightly fewer stores this year compared to last.

But the primary driver of the 1.4% difference between our comp results of plus 5.2% and the total sales increase of 3.8% is that 53rd week sales shift I just mentioned.

This difference equates to the $20 million shift in Q1 that I mentioned during our call in March.

Recall also that our sales, both comp and total, are impacted as we temporarily shut stores for some of the major remodels we are currently undertaking.

Dick will touch on this during his remarks.

We noted on our previous call that February's comp gain was in the low single digits.

March's comp gain rose to mid single digits despite losing a full day of sales compared to 2012 because of the Easter shift.

And April came in at high single digits.

The April result was encouraging, given that all of the Easter selling shifted into March, and the weather remains stubbornly cold in many of our markets, here and abroad, during the first quarter.

Our domestic store divisions posted a mid single-digit comp sales gain, led by Kids Foot Locker, which was up almost 20%.

Also within that overall comp sales gain was a high single-digit comp decline at Lady Foot Locker, which Dick will address during his remarks.

Foot Locker Europe and Foot Locker Canada posted low single-digit comp gains, while Foot Locker Asia Pacific came in with a mid single-digit comp gain.

Within the 18.2% comp gain in our Direct-to-Customer business, Eastbay was up low double digits.

Our store banner .com businesses continued their very strong performance, with sales up almost 50%.

While CCS.com was down high single digits.

Turning to families of business.

Footwear had a solid mid single-digit comp gain, with children's footwear up double digits, and men's footwear up high single digits, while women's footwear was down mid single digits.

Apparel was up in the quarter, as well, although not as much overall as footwear.

In the US, we continued our momentum in building our Apparel business with a mid single-digit increase, led by especially strong digital sales.

In Zap channel apparel was up double digits in men's, women's, and kids.

Internationally, however, apparel sales were down.

Although I should add that our international apparel margins were higher compared to the year before, especially in Europe.

As we mentioned at this time last year, some of those sales in Europe a year ago were markdown-driven, strategically executed to keep our inventory fresh.

With that segue into gross margin, let me say that we were pleased to be able to produce a strong margin rate of 34.2% in the first quarter, an increase of 20 basis points.

We gained 20 basis points in merchandise margin and another 10 basis points in leverage of our fixed costs.

We gave back 10 basis points related to lower shipping and handling revenue.

In addition to the 10 basis points of leverage we've picked up in gross margin, we delivered 20 basis points of leverage in SG&A, as we did a solid job flowing incremental sales dollars to the bottom line.

We continue to drive productivity increases in our key internal metrics, such as sales per square foot and sales per payroll hour.

And our 19.2% expense rate in the quarter is the best it has ever been as an Athletic Company.

As John mentioned, included in SG&A this quarter is approximately $1 million of transaction costs related to the Runners Point acquisition.

Please note that there was also a $1 million expense related to Runners Point included in SG&A in the fourth quarter last year, which we have not previously called out.

One line item that has increased is depreciation, which increased $2 million to $31 million.

This increase relates to the higher levels of capital spending undertaken in the last couple of years.

A charge that did not occur in the first quarter, that we indicated on our previous call was likely to happen, relates to the closing of the 22 CCS stores.

Due to the timing of liquidating inventory and converting many of the stores to other formats, those stores have not yet closed.

However, the plan is now firm to close or convert them in early June.

As a consequence, the $0.01 a share charge related to severance and exiting leases will be incurred in the second quarter.

On the previous call we said we intended to close 88 stores in 2013, along with opening 73 new stores.

The 88 figure did not include the 22 CCS stores.

So total planned closures for the year are 110.

Similarly, the estimate of opening 73 stores did not include conversions of CCS stores into other formats.

So, our current estimate of new store openings for 2013 is now 86.

So far in 2013 we are largely on plan with both openings and closures, finishing the quarter with 3,321 stores, down 14 from the end of last year.

Foot Locker Europe continues to open new stores, and now operates approximately 600 doors.

In the US, the biggest store count change continues to come out of Lady Foot Locker, which closed 21 doors in the first quarter.

We will continue to work with our landlords to close under-performing stores throughout the year to improve the overall productivity of our fleet.

Turning back to Q1 results, our tax rate came in at 36.1%, slightly better than the 36.4% rate last year, as we settled certain tax audits that allowed us to release some of our related tax reserves.

The overall result for the quarter was non-GAAP net income of $139 million, the highest level of earnings in any quarter, not just a first quarter, in our history as an Athletic Company, a result which we, the entire team at Foot Locker, are of course very proud of.

Moving on now to the balance sheet.

We ended the quarter with $1.1 billion of cash and short-term investments, an increase of $196 million from the end of Q1 last year.

Our first quarter typically represents a peak in cash flow generation, with cash balances subsequently declining until we get to the year-end holidays.

This year, of course, we will also use some of our existing offshore cash to purchase Runners Point Group.

And as we noted in our release about Runners Point Group, we did not repurchase any shares in the first quarter due to the ongoing negotiations related to that transaction.

However, we intend to start the $600 million program in Q2.

We did just recently pay our first $0.20 dividend, which represents an 11% increase over the previous dividend rate.

And we are well underway in executing the elevated capital spending program that we detailed on our previous call.

Focusing now on inventory, it increased 2%, while total sales increased 3.8%.

Our inventory remains fresh and productive, and we believe it is well positioned to support the mid single-digit sales gains we continue to plan for the rest of the year.

In fact, excluding Runners Point, which Dick will comment on in more depth in a moment, our outlook for the rest of 2013 remains largely unchanged from what I described in our previous call.

Keep in mind that we continue to base our year-over-year comparisons on our 2012 non-GAAP results, excluding the 53rd week.

Earnings on that basis were $2.47 per share in 2012.

To review, we expect modest improvement in gross margins, 20 to 30 basis points, driven mainly by leverage from higher sales, but with the opportunity for some gains in merchandise margin, as well.

We also believe we can lever higher sales to produce a lower SG&A rate for full year 2013, with the second quarter having the best opportunity for gains due to the 53rd week sales shift and the third quarter being the most challenged.

Our estimate of depreciation in 2013 is now $126 million, up slightly from the $122 million I mentioned on the last call.

The full-year tax rate is estimated to come in slightly below 37%, excluding any additional audit settlements that may occur.

Let me now turn the call over to Dick Johnson to review the progress of some of our key initiatives, including the pending acquisition of Runners Point Group.

Thanks, Lauren, and good morning.

Let me start with Runners Point.

We are all very excited about this opportunity to acquire a profitable, fast-growing athletic business in a strong market.

The Runners Point Group operates multiple banners, the most significant of which are Runners Point and Sidestep.

And we believe we can help the current management team segment the market for the different banners we will have in Germany and adjacent countries.

Just as we have done successfully in North America.

Over time, we will also begin providing them with world-class operational support to help them pursue their growth strategy.

Once we close on the transaction, and can really get in there and analyze relative productivity on a store-by-store basis, we may adjust the banner profile.

Perhaps changing some Foot Locker stores to Runners Point or Sidestep stores, or vice versa.

We certainly appreciate the unique brand value their banners have built up in their markets.

So we intend to operate multiple banners in many German markets, just as we do with Foot Locker, Champ Sports and Footaction in the United States today.

Down the road, we also plan to explore the potential for banner growth in other European markets outside Germany.

For the consolidated Runners Point Group, comp sales grew almost 9% in calendar year 2012, led by a 63% gain in digital sales by Tredex, their eCommerce subsidiary.

Tredex accounted for more than 10% of RPG's overall sales of EUR197 million in 2012.

That 10% figure for digital sales as a percent of total sales is a goal we have for our own digital businesses.

We have a ways to go towards our goal, especially in Europe.

Due to comp gains, as well as store count growth, RPG sales in total increased about 18% for the year.

The acquisition will solidify our position in Germany.

And once the transaction closes, Germany will become our leading European market, surpassing Italy.

As I said at the beginning of my remarks, RPG has been profitable, and we expect it to remain so as we add it to our already profitable European portfolio.

Thus we leave the acquisition should be slightly accretive in 2013, excluding transaction and integration costs.

Just how accretive it will be depends on many factors, not least of which is how long merger control review takes before we can actually close the transaction.

Let me turn now to providing you with updates on some of the initiatives of our existing business.

As Lauren mentioned, we are on track with our elevated 2013 capital spending program of $220 million.

We've already completed almost as many major remodel projects this year as we did during all of last year.

And during this current period between Easter and back-to-school, the pace has picked up even further.

Our real estate team is doing a great job coordinating all the projects, and figuring out how to roll out the new formats even more efficiently and quickly.

So far, knock on wood, everything is going smoothly on the construction front, and the performance of the completed projects continues to more than meet our hurdle rates.

One of our highest potential growth segments remains the opportunity to expand women's footwear and apparel to play a more significant role across all of our banners and channels.

Currently, though, our women's business remains a work in progress.

Our Lady Foot Locker and 602 banners are continuing their efforts to attract the athletically active woman in her 20s and 30s who is interested in style, fit and performance.

The younger, school-age customer, who is more interested in fashion, is still finding her way to our other banners, such as Foot Locker and Champ Sports.

But unlike the fourth quarter, when our women's sales in these other banners were up enough to offset the decline in Lady Foot Locker, in Q1 this was not the case.

One positive is that our margin rates in both women's footwear and apparel are higher than a year ago, as we have gotten more of the right merchandise in the right stores to serve our various female customers.

Another positive is that our remodeled Lady Foot Locker doors and larger 602 doors are significantly outperforming the rest of the Lady Foot Locker chain.

It encourages us that we are on the right track.

However, we have many lessons to apply and many detailed aspects of the business to improve before we can tell you that we have found a sustainable, profitable formula that will determine our go-forward strategy for Lady Foot Locker and 602.

We're still deep in the testing mode and we're going to get the business right before committing a lot of capital to it.

One area we are currently hitting the cover off the ball is our Kids business.

As Lauren mentioned, it is the fastest growing family of business, with footwear up low double digits and apparel up a lot more than that.

We have created a more kid-friendly environment in our Kids Foot Locker stores, with a Pro Zone and hero-sized footprints to help entertain our young customers.

We are expanding and diversifying our kids assortment, in particular by emphasizing branded apparel and accessories, and offering more casual and running footwear style for kids.

For example, we have a Crayola-inspired assortment from Converse made just for kids.

At the same time, our vendors are continuing to provide more and more innovative take downs of the adult hero shoes.

We expect that we will have remodeled over 20% of the Kids Foot Locker fleet by the end of the year to take advantage of the momentum we see in this business.

With that update of some of our most important initiatives, let me hand it over to Ken to provide more color on our Company and the athletic industry.

Thanks, Dick, and good morning, everyone.

I appreciate you all participating on our call this morning.

Let me echo Lauren's comment early on and say how proud I am of the entire team at Foot Locker for setting yet another earnings record this quarter.

Almost exactly one year ago I said it isn't every quarter that I can say we achieved the highest level of net income and APS in the history of our Business as an Athletic Company.

But now I wouldn't mind making a habit of it.

Let me say thank you again to all of our associates who built this momentum that made this result possible.

We have a lot of strong teammates helping us, including our outstanding brand partners.

Without great teamwork and excellent performance across our entire Company, and with our vendors and suppliers, record results like these just don't happen.

It takes a balanced team effort to win a championship, and that's how we look at what we're trying to do here.

Not just win a game or a series but build a team that wins on a consistent basis.

Even champions run into difficult stretches.

The air pocket of lower sales we experienced in the second half of January and early February dissipated somewhat.

And as Lauren mentioned, our comp cadence improved significantly as the months of Q1 progressed.

Sales this quarter are similarly off to a bit of a slow start, with comps in May running about flat so far.

Store comps are down slightly, offset by a gain in our direct sales.

I'm sure you all know that it would be unwise to put too much weight on sales over a period of just a few weeks.

Weather, holiday shifts, store remodels and, of course, different launch cadences can cause deviations from the longer-term trend.

We believe the current comp rate will improve over the remainder of the quarter.

And as Lauren said, over the balance of the year we still expect to drive a mid single-digit comp gain.

Turning back to what drove our record results in Q1, basketball continued to be the biggest driver of our business in the first quarter.

With Jordan, both retro and lifestyle product, particularly strong.

The marquee player shoes, such as Lebron, KD and Kobe, are also selling well.

The Running business in the US was up in the quarter, as well, led by Nike Free and our technical vendors such as Asics, Brooks and Mizuno.

Running continues to trend off in some European markets, as many of our customers there are shifting to more basketball silhouettes, especially Jordan.

As temperatures have risen recently in our major markets around the world, the Running business is improving.

Which is good to see, especially since it's not pulling away from our Basketball business.

The Lifestyle Footwear business, led by various adidas and Nike styles, continues to perform well for us.

Although the Cross Training business that featured Griffey and Nomo last year was down in the quarter.

Some product releases in that category were pushed back into Q2 this year.

So we're optimistic that this business will pick up as a better assortment get into our stores and into our online sites.

Overall, we're pleased with the performance of all of the legs of our stool -- basketball, running, lifestyle footwear, and apparel.

The Nike, Jordan, adidas and Under Armour brands led the way in apparel, with fleece and tees doing well.

Graphic and attitude tees from our Team Edition facility performed well throughout our banners.

The color hook ups of tees and shorts with the hottest shoes continue to excite our customers.

With one of the best examples being the Jordan Grape package that launched at the end of the quarter.

Increases in apparel sales have been substantially exceeding footwear sales increases in the past couple of years, as we improve the assortments in each of the banners, and told much stronger brand and color stories.

In the first quarter of this year, the two categories increased at close to the same pace.

As a result, our apparel penetration was at about the same level year over year.

We believe apparel sales were impacted more than footwear by the cold weather in the first quarter this year compared to last.

Long term, however, we still believe we have the ability to drive apparel penetration close to the 30% level it was back a decade ago.

Within accessories, certainly one highlight continues to be performance socks from Nike, adidas and Jordan.

Sales of which increased well into the double digits, as innovation from the vendors remains very strong.

In addition to the improved productivity from store remodels that Dick talked about, we're continuing to build our technological capabilities in our stores, in our Digital business, and in our support functions.

Our industry leading capabilities in these areas remain, I believe, one of our under-appreciated strengths.

First, we continue to invest in technologies to make our inventory down to the very last unit available to our customers any way they come to see it, whether online, mobile or in store.

This is a fairly complex proposition for a multi-banner Company such as ours where we need to maintain flexibility, as well as maintain separate identities for each banner with our customers.

This year, for example, our websites will show a product as long as it exists anywhere in our Company, in a warehouse or in a store.

Customers can then buy online and if they choose reserve in store.

Similarly, in our stores, customers and our associates will be able to check on the availability of an item, wherever it may be and we'll be able to ship it to their home or to the store of their choice.

Second, while the real estate and store construction teams are out creating exciting places for our customers to shop and buy, our system teams are working with their business partners developing best-in-class tools to help us do a better job buying and allocating product, hire the best retail talent, schedule hours efficiently, provide our associates with the best opportunity to maximize their success with the customer, and optimize our warehouse and logistics processes, among other initiatives.

We're just beginning to realize the benefits from some of the technologies we've already invested in, such as our business intelligence tool and in-store hand-held scanners.

And these benefits should build over time, especially when combined with the systems we haven't even yet implemented, such as our new allocation system.

Finally, I want to touch on the Runners Point acquisition again.

We're getting a profitable business with a strong leadership team out of the gate.

And it is certainly digestible from a size perspective.

It's not a business that's broken that we're going to need to fix, which is a bit of what we're dealing with in Lady Foot Locker business.

Once we own Runners Point, we'll go through the same disciplined process we do with any investment opportunity, and test any major changes to the product assortments in the different banners, or any expansion opportunities we see before going into them full speed.

We're excited about the transaction and look forward to welcoming the Runners Point team as they join our Foot Locker team.

Together, we look forward to winning more championships in the years ahead.

Thank you.

We'll be happy to take your questions now.

Please go ahead, Operator.

(Operator Instructions)

Matt McClintock from Barclays.

Hi, good morning.

Thanks for taking my question.

Ken, a lot of good commentary on the apparel piece of the business this quarter.

And it really seems like Team Edition has been great for you.

I was wondering if you could maybe talk more on the private label part of the apparel business.

And specifically, when with think about this business longer term, and to get the business to where you want it to go, what are some of the building blocks that you still need to put in place to achieve your vision for that business?

Thank you.

We believe private label apparel gives us an opportunity to fill voids that are not provided by the brands.

We are going to be primarily a branded apparel retailer.

But there are voids that we use private label and continuing to build on them, such as the cargo short business, very strong business for us.

Some t-shirts.

We also have the ability to develop brands, such as what we've done with Sneaker Freak in Europe, and Actra with the women's business.

And, so, what we continue to do is evolve that business from a very promotional business that it used to be, and use it to fill voids where we believe there is significant opportunities.

And that may involve brands or it may involve just using a private label, as we do in shorts and fleece.

Thank you.

And if I can actually get one more question in, just real fast.

Runners Point, the eCommerce opportunity seems pretty large in Europe.

And I was just wondering if you could maybe discuss a little bit more how you view their business in Europe, the positioning, and the potential to take that banner, that eCommerce banner, to the rest of Europe.

Thank you.

We believe Runners Point Tredex operation, first of all, is best of class.

It obviously is a significant part of their business.

They have significant capabilities that will allow us to further develop our new dot-com capability.

We just started rolling out in most of the countries in Europe within the past year.

They've been in place for several years.

They also have a very good understanding, for example, of payment terms in Europe and Germany.

There are six different ways that you can pay in Germany.

We don't even have the capability for all of those within our current Foot Locker-dot-Germany operation.

This will give us that capability to better serve the customer, to have better processing capabilities, and expand to the other parts of our operation.

So you are correct in picking up that Tredex is one of the important parts of the acquisition.

And one that we're very excited about, using not only in Europe but some of the ideas and things they do and bring that back to the States to further strengthen our good dot-com position here.

I appreciate the color.

Best of luck, Ken.

Paul Trussell from Deutsche Bank.

Yes, good morning.

I wanted to start off in SG&A, Ken or Lauren.

Could you just speak to the flexibility that you have in the scenario where comps for the balance of the year do fall short of your mid single-digit view?

If comps are only up, for example, low single digits, do you have enough flexibility, or would you be able to maybe moderate your plans for investments or remodels that you could still leverage?

Or how should we think about that?

We have said all along, Paul, that we can leverage low single-digit comps.

We do have flexibility, as we see the trends, to make adjustments.

There are a number of different things that we can adjust, ranging from store labor to what we're doing in terms of receipts and the resulting markdowns, to marketing.

So we have flexibility.

One of the issues we had at the end of January was, as you know -- not just for us but for all of retail -- the precipitous drop the last two weeks of January.

It's more difficult to adjust.

But we feel we have the flexibility to adjust.

And work very hard to control our expenses.

We're very proud -- we had the lowest expense rate in our history this last quarter.

And that's something that Lauren and her team do an outstanding job monitoring.

That said, we still believe, looking at the product that's out there, and the things that we have coming, that we're going to achieve mid single-digit sales growth.

Lauren, I don't know if you have anything.

No, I think you've covered it.

We remain focused on profitability and keep a close eye on the top line.

And we adjust where we can as that moves.

And one May commentary that you made, there are some changes in the release calendar this month.

I know that the retro Jordan products, for example, are coming out tomorrow versus coming out a week earlier last year.

How meaningful do you think that is to the flat comp and deceleration from April?

And what are the other factors that you think may have driven this slowdown?

There's no question that, just as in the department store industry, the shift of a sale one way or the other, the shift of a release for us has an impact.

Particularly when it's a significant shoe, because you are talking a few million dollars here, a few million dollars there make a big difference in what the comps are.

The other thing -- and it's not an excuse for lack of sales, it's an excuse for -- or, it's a reality of a shift of sales, because we believe the customers will buy apparel when the weather is right.

It's been cooler.

We did a very good job getting out of fleece in the spring season, so we don't have a lot of fleece.

But we've got a lot of t-shirts and shorts.

People aren't quite wearing them.

You're in New York today and you know that the high today and tomorrow is going to be in the low 60s.

In Europe it's been in the 50s.

That doesn't -- I'm not putting that as an excuse to why we haven't sales.

What I'm saying is it's a reason why the sales have shifted somewhat.

And we expect to get those sales back and we're in good shape.

And where we have seen the weather warm up, such as places like Vegas, where it's in the 90s, the customers are out there and they're buying the product.

So we know the product is right, it's just getting the conditions right, and we anticipate picking up.

Okay.

And just one last one quickly.

Ken, could you just speak to the overall women's footwear trends across the industry, so we can understand what the spread is overall versus the business you're seeing in ladies Foot Locker?

Because if they're not shopping there, where do you think that that customer is primarily purchasing their athletic goods?

And you also spoke about the larger Lady Foot Locker stores outperforming.

What is the composition of large versus smaller Lady Foot Lockers?

A couple of things.

One, there's two basic things that we're seeing going on in the women's business.

One is that the performance business -- things like running and training shoes -- are doing well for us.

There are some fashion elements that are doing well, like the wedges, and athletic shoes from Nike and Reebok, adidas.

And those are two different customers.

What we've done in our business is we shifted Lady Foot Locker to a more performance customer.

By doing that, we fired the customer that was there who was primarily a fashion customer.

We are now sending her to our Foot Locker and Champs stores.

And they are coming.

And up until this quarter, they bought.

Our business in those stores was actually up compared to the Lady Foot Locker stores.

And, if you remember, we said up until this quarter, again, our women's business overall was up.

It was the Lady Foot Locker business that was down.

This quarter, I think that one of the things that happened is we probably didn't have enough of the fashion in Foot Locker to satisfy that fashion customer.

And that's something that we are working feverishly to address.

In the larger stores, and the reskinned Lady Foot Locker stores, we have made a major effort for the new customer to find and see what we are.

And we're starting to see that customer is finding us and coming in.

In the basic Lady Foot Locker stores, it's a little more difficult because we don't have the room, and haven't shown the apparel, which is really the signal to that customer that this store is more performance oriented.

The good news is, we're seeing where we've put the apparel in, in a significant way, in those reskinned stores and in our 602 stores, they are starting to perform better.

And that shows that we're on the right track.

We've got to make adjustments to that assortment because we're finding the customer is buying the product differently than we had initially thought they would buy it.

But we are making that transition.

I would say that right now in the women's business, they aren't exactly -- in the fashion side they're not moving as aggressively as they had been in the past.

They are probably moving into other shoes.

But I think, as we get the right shoes, we'll be positioned well.

And Paul you asked the count of those larger 602s.

There are 3 of those, and we've got 14 of what we call reskinned Lady Foot Locker.

So that's 17 doors out of 282.

Thank you.

Chris Svezia from Susquehanna Financial.

Good morning, everyone.

I was just wondering if maybe you could give us the traffic and ticket in the first quarter?

Yes, certainly ASPs were a part of the story.

They were strong.

Up in footwear, up further in apparel.

Traffic down a bit.

Okay.

And then just, I'm curious, in the May trends, can you give any color between what's happening international or Europe versus the domestic operation in that May thought process?

Yes, the business in total is a little bit healthier in Europe right now.

We've seen there some nice bouncebacks.

Ken referred to some of the temperature challenges.

But, again, I think the product in both markets is right.

So as we push through and get closer to summer I think that both businesses are in good shape.

Europe business, Chris, is actually, brick and mortar, one of our better businesses right now.

The team's doing a good job responding to what the customer wants.

And you heard Dick's comment about Runners Point, who is primarily in Germany, which is the strongest economy.

And one of the things that we're going to take advantage of, by having it be our largest country, if the deal closes.

Okay, that's good to hear.

And just to clarify, I know a lot of people are going to be concerned about the comp-to-date trend line.

But as we've seen in the past when the product is relevant, the customer does come into your stores and shop.

Give us some just points as to why you feel so confident that you're going to return back to mid single digits.

Obviously the calendar shift has some impact.

But I was just wondering, maybe you can elaborate about that, about your comfort level.

So that earlier in the first quarter when that happened, probably going to see it again.

But just give investors some comfort.

Chris, I think that when you look at the business, the advantage that we have, obviously, is we've seen the product coming.

And we also know what's selling and what's not selling.

There are a number of different things.

One, some of the big ideas that are coming, more Flyknits from Nike, more Boost from adidas.

The SpringBlade -- I keep wanting to call it Sling Blade, which is not good -- SpringBlade from adidas is going to be a big hit coming.

The colors that we've got in the store and that we've got coming are selling extremely well.

More technical performance.

The launches that we have coming up -- we've got a nice line up of launches coming.

All of those things in the shoe business.

The second thing is that, in the past, our apparel significantly outpaced our shoe business.

This quarter it didn't.

We are positioned well with apparel.

We get a little bit of break where people will start wearing the shorts and more of the t-shirts we have because we don't have the fleece to sell them.

When we did have the fleece the last couple of quarters, we did very well with it.

We sold out of it.

We did what we're supposed to do.

We're clean.

We go for the expected weather.

We don't try to say it should be this or it should be that.

All we want is it to be what is expected.

That will help because then our apparel business will pick up.

So there are a number of things that I look at in shoes and look at in apparel that give me optimism about this quarter, and, quite frankly, for the rest of the year.

You guys know us well enough to know that we're not going to step out and promise the world.

We're going to say pretty sure what we can deliver.

We feel good about the mid single digits.

If things work out better, things work out better.

But, unlike what some people write things and actually mean something else, when we say what we say, we mean it.

Okay.

I agree.

All the best to you guys.

Thank you.

Kate McShane from Citigroup.

Hi, thanks, good morning.

Just with all the initiatives that you have in place, I was wondering if you could walk us through where you'll be with each of your remodels for each banner this year.

So what percentage you'll be through.

And can you talk about how much of a comp lift you get after you remodel a store?

I'll take you through, Kate,.

The Kids Foot Locker numbers, I mentioned, over 20% of those doors will have been touched.

We'll be around the 10% level on the Foot Locker chain.

And we'll be closer to 15% on the Champs chain.

And, no, we haven't talked about the comp lift that we get after those remodels.

They continue to meet the hurdles that we've got from a capital perspective.

But we haven't commented on the comp performance.

We have our hurdle rates.

And, as Dick said in his call, all of the remodels were projected to exceed those hurdle rates.

Which are 11% ROIC, 13% IRR.

And they are exceeding that exceed, is what Dick said in his comments.

And so we're right now we're happy with the results of the remodels.

The challenge that we had this past quarter was, particularly for the Champs stores, they're closed for several weeks to do the remodel.

And we didn't have any stores that have been remodeled that were providing the additional growth to make up for the ones that were closed.

And when you close a number of stores for several weeks, that has an impact.

But what will start happening now is the ones that have been remodeled will help offset for the ones that are closed as we start to move through this process.

That was the way we had planned it.

But the first batch we didn't have that benefit.

Okay, great.

And then my second question was just your commentary on apparel in Europe, that it was a little bit weaker.

Can you remind us what the mix of apparel and footwear is in Europe compared to that of the US?

We have not said the percent.

Totally in the US, or across the Company, we're about 24%.

But Europe has a higher percentage apparel penetration than the rest of the Company.

And it's been more challenging there and we continue to make adjustments to improve that.

Okay, thank you.

Eric Tracy from Janney Capital Markets.

Hi guys, good morning.

Ken, for you.

As we think about the strength in the kids' business, one, just speak to, again, what exactly is driving that.

And is that in any way an indication, again -- I hate to use the word cycle, but as we go through the innovation pipeline that's occurred over the last couple of years on the men's side of that business, and perhaps the trickle down to now the kids' business, maybe just frame for us how we should be thinking about that process.

Again, we have the cycle and trend.

I don't think this is necessarily a cycle.

I think this is a trend that's here.

Those people with kids know their kids aren't wearing any brown shoes.

They are all wearing sneakers all the time.

And so that opens up the opportunity for us.

And we are the place to go for quality kids' sneakers.

There's not another place that has the assortment that we do, either in our kids' stores or in our kids' assortments in all of our other banners.

And what we're seeing there is the brands are doing an excellent job in, one, making sure that they have kid-friendly fun shoes.

And we're seeing a lot of those.

Dick mentioned the Crayola line from Converse, for example.

But also the takedowns.

There is a huge -- I want to look like daddy or I want to look like big brother -- business.

Or I want to wear what my hero is wearing.

Yes -- I want to wear what my hero is wearing.

And, so, we are seeing a significant takedown business.

And then at the bigger sizes, there's a fair bit of performance.

And women who are buying those shoes -- young women, or men, for that matter, with small feet.

So it's really the brands doing a great job adjusting or recognizing this trend.

For example, Nike just appointed a new person to run their kids initiative, that's one of the leaders in the Company, because they recognized it.

And the other people are doing the same thing.

There's not a vendor we deal with that doesn't recognize this as a significant opportunity.

And we're benefiting.

And I would say our team's also done a really good job of adding apparel to those stores.

And when you've got a strong apparel offering it helps sell shoes.

And if you look at the new remodeled kids' stores, what we've done in the remodel is really make a major apparel play.

And as, again, Dick said, that apparel is up significantly more than the shoes.

And the stores that haven't been remodeled yet, we've taken steps to put more apparel in until we get around to the remodel.

So there are a number of things happening.

The other thing in the accessory area, we've put in hats and more socks.

So this is something that, to some degree, has been a neglected business that's really now just getting the attention.

And I see it continuing for quite some time.

Okay, that's great.

And then my second question, you guys have done a great job of managing inventories.

Maybe speak to the competitive landscape in the mall.

Obviously one of your key competitors, they're doing a partnership with a department store.

Just the view of the landscape and any potential threat of cannibalization or too much product in the mall.

Is the segmentation right?

I know at the end of the day, whoever has got the best product is going to take share.

But maybe just tell us on the developments in the mall.

I think here the brands have done a very good job making sure that they manage their brands well.

And they will continue to do that, make sure that they don't damage the brands by putting the product in the wrong places, or letting the product get ahead of the market too much.

That said, we have to keep an eye on what's going on there.

We believe that the customer who is buying in our stores, and stores like ours, will continue to do that.

Somebody else may be cannibalizing their own business by expanding the outlets they have.

I'm not sure that will necessarily impact us because of the product that they are talking about.

But we will definitely keep an eye on it.

And I think our history has shown that Dick and Lauren together have done a very good job managing those inventories and keeping them in line with the business.

Okay, great.

And then just my last question regarding the Runners Point acquisition.

It looks like, at least on the price basis, you got a really nice deal here, and given the comps, given the growth opportunities.

You mentioned it's a profitable business and expect it to be accretive.

But is there any way to get a little bit more color on the operating margin structure of that business relative to Foot Locker and some of the opportunities?

I give Dick, Lauren, Gary Bahler, our General Counsel, and Luke Kimball, and all the people involved on the negotiation doing a hell of a good job negotiating, when you look at what we got for the price.

That said, we are going through a legal process in Germany.

We don't own them yet so it's a little difficult for us -- not a little difficult, we can't comment a lot on the details.

Okay, I appreciate it.

Fair enough.

Thanks guys.

Best of luck.

Omar Saad from ISI Group.

Thanks.

I was hoping you could elaborate a little bit on the gross margin line, the differential between occupancy leverage and merch margin.

It looked like they both contributed a little bit this quarter.

But it sounds like more of the gross margin gains in the future seem like they are going to be coming from leverage rather than merch margin.

Can you talk about the merch margin dynamics there?

What's changing?

Obviously you've done a great job on that front the last few years and have seen huge gains.

But are we getting towards the end of the road there?

Or is there still opportunity on the merch margin side?

Thank you.

Let me reiterate what we saw in the first quarter.

It was 20 basis points in our margin overall.

We had 20 basis point improvement in the merchandise margin.

We got 10 basis points leverage out of the fixed costs.

And we gave back 10 basis points in lower shipping and handling revenue.

So, yes, we do.

On a mid single digit, we get leverage opportunity out of the margin.

And as we've said, we continue to think that that's what the balance of the year looks like on the top line.

So we would expect leverage.

But that shipping and handling revenue doesn't go away, that pressure point.

And we've got the continued pressure point out of lower IMU, although that's certainly at lower levels of pressure than what we've seen last year.

But we do still have opportunity in underlying merchandise margin.

We're making investments in systems that help us do a better job of allocating the product.

And the better we are at allocating it to the right place the first time around, the more full-priced selling you get.

So that helps the merchandise margins.

And we have said more than once that long term we really feel very good about the opportunity for apparel to become a higher percentage of our business.

And that one day the margins in apparel should outpace the footwear margins.

What we've been doing for the last couple of years is lower promotional levels overall have meant that gross margin in footwear has been improving at the same time as apparel.

So they haven't consistently crossed yet with apparel over footwear.

So what I'd tell you is that merchandise margin opportunity, the fruit's higher up in the tree but it's still there and we think we can get it.

Thanks, Lauren.

That's really helpful.

Sam Poser from Sterne, Agee.

Good morning.

Thanks for taking my question.

When do you foresee the RPG deal closing?

It should be -- depending on when merger control review completes, but should be this summer, July/August.

Okay, thank you.

And then can you give us -- you said you're running flat for the month of May.

Can you tell us what the shifted comp would have been, how we should think about shifted comp by quarter or for the month of May from last year?

So, what you're up against but on the same calendar.

We've done the quarter but we haven't done the month.

So could you give us what the shifted quarter, what the shifted Q2 and Q3 look like?

Okay.

So, again, we go back to the guidance that we gave on what the 53rd week shift is all about.

For the second quarter, we pick up a strong week of August, drop off a week of May.

So that's worth about $40 million historically of sales moving into second quarter.

But that doesn't affect the comp.

That affects the sales.

You see what I'm saying?

So the point is, you had whatever the comp was last year, you had a good comp in Q2 last year.

But that comp is on a different calendar.

So my question is, you ran a 9.8 comp last year for the quarter starting on April 29 and going through July 28.

This year it's a week later.

So on a shifted basis what is the actual comp for those weeks that you're up against?

Does that make sense?

I understand the $40 million move.

I'm trying to figure out what the comp, what the actual comp you're up against is.

Because, is it a more difficult comp in Q2 than it is in Q3, and so on, so we make sure we --.

It is a more difficult comp in Q3 than Q2.

In Q3 than Q2?

Yes.

Q3 is our most challenged quarter this year.

Yes.

So it's a bit stronger, as Ken said, on a shifted basis what that comp would have been last year.

But we still think mid single digits, and that's true by quarter.

Okay.

So you think the variance won't be that great.

But you do have a little more opportunity in Q4 because of the horrible last 10 days?

Yes.

So what happens, you have the shift of the money but the shift of the comp is comparable.

Okay, thank you.

And then one last thing.

Dick, how many stores by banner have you touched year to -date so far in the remodels?

We haven't gotten into the specific numbers by banners, Sam, because projects start and finish.

How many are done?

How many are completed?

We completed 64 relo/remods in the first quarter.

We will do a chunk more in the second quarter.

We reached the peak in the third quarter.

But, again, not all remods are the same for closure time, if you will.

No, that's why I wanted to know how many are done by banner so we can get an idea.

We know how many you're doing.

Just so we can get an idea.

The fourth quarter is our lightest, by far.

The second quarter is second lightest.

The heaviest is completed in the third quarter.

And the second quarter is the second heaviest.

So the challenge, as Dick said, particularly with Champs, is some carryover from quarter to quarter.

Thanks.

And next year, assuming these work, that number will go higher theoretically.

We would anticipate continuing the process.

And if our ability is to do more, we would do more.

We want to see what our ability is.

It's one of the reasons we've got what we've got.

Thanks very much and good luck.

Camilo Lyon from Canaccord Genuity.

Thanks.

Good morning, guys.

Just to follow up on the last question, I think we're all trying to get a handle on this, just to understand what the main driver was between the April comp of high single digits versus the flat comp in May.

And maybe to highlight some of the moving parts around that.

Because it seems like you've had some good product, it's been favorable, understanding that apparel has not been, given the weather.

Just if you could help us understand the differences between what's product related, what's been weather related, what's remodel related, I think that would be incredibly useful.

All of the elements impact.

And for us to say that it's a little bit of this, a little bit of that is very difficult.

All of the elements impact it.

May is the lowest month in the first half of the year.

It's our smallest month of the first half of the year.

And it has started off slower for all of the reasons that you just said, and other things.

We were fortunate.

We had a strong April.

When looking at the pipelines, the things we have coming, we feel confident that we will be able to recover from, because of May.

Remember, February when we talked last time, that's the biggest month in the first half of the year.

And we recovered from that because, as we said, we saw the product and we knew what we had coming.

It's a balance.

It's one of the reasons why retailers are hesitant to give weekly or monthly results, because things move for a variety of reasons.

And you look at, we look at, over a period of time.

And you can't get too excited about a day, a big day up or a big day down.

You have to look at it over the longer term.

And we feel, as we've said on the call, that we've got the tools and ammunition to make sure that we're going to deliver our guidance of mid single-digit comps.

Are there regional differences in some of your stores that would explain away some of those volatility trends that you just described?

So, in other words, trying to pinpoint some of the more things that are relevant to the business?

As I said earlier, where the weather's warmer, we are performing somewhat better because we're getting some better results with some of the apparel.

But there are other conditions that impact that, too, like what the economy may be, or a basketball team winning or losing.

And so it's difficult to say this one thing impacted the business.

I'm not trying to be difficult with you.

I'm just saying that on a theoretical basis, you can go back and edit out.

But on an actual basis, everything interacts.

So we look at what we've got coming.

We've looked at what we've done.

We feel that the customer for the first couple of weeks of May didn't just all of a sudden quit buying.

They didn't all call each other and say we're not going to buy.

There were other things that we did and that happened externally that impacted that, but that they will come back.

Okay.

And then just to think about the quarter-to-quarter progression on the comps.

If you think in mid single digits for the year, is there some lumpiness between Q2 and Q4 that we should be contemplating?

Or should we expect that to be fairly linear?

It's fairly linear.

Okay.

Thanks and good luck with the rest of the quarter.

Taposh Bari from Goldman Sachs.

Thanks, good morning.

Ken, I'm going to give you a break on the comp question.

I want to shift gears to flow through.

The past couple years you guys have spoiled us with 30% to 40% rates of flow through.

Yet these past six months have been a little bit more challenged.

19% in the fourth quarter, 23% this quarter.

It sounds like there's some unique events taking place there.

A, is that fair?

And, B, assuming that you do deliver on the mid single-digit comp, which it sounds like you should be able to, how do we think about the rate of flow through going forward?

I have to correct you.

On first quarter, it's 27% flow through.

And, yes, certainly better than Q4 where we've described what happened in Q4 where it dropped off at the end.

And when it drops off right at the end, you're somewhat limited in what you can pull back.

We also in the fourth quarter, as Lauren said, we had the charge, which we did not call out, because we were negotiating and doing the Runners Point.

But the fourth quarter was tough.

First quarter we had margin rate expansion, expanding both on our gross margin and our SG&A.

At 27%, that's a strong flow through.

Despite the 53rd week shift that limited that.

But what we remain very focused on flow through.

Incremental, we can leverage at low single digits, and we do well on anything above that.

Okay.

Maybe asked another way, the $20 million worth of sales that you lost in the first quarter, how meaningful do you think that would have been to EPS?

You can do the math off of $20 million.

But we, as an objective, sales above plan, we're trying to hit a 35% flow through rate.

We delivered the sales expectations and beat the earnings expectations that were out there.

Now, if there were some that were out there that weren't out public, I have difficulty knowing what that is.

But we feel that, particularly looking at the competitive set that is recently reported, our sales and earnings are above those.

And it was something the team feels was a good accomplishment.

Was it as good as what we would have liked?

No, we're never satisfied but it's --.

We're very focused on productivity, which is the reason that we continue to look at under-performing stores.

Our desire is to get those performing so they remain part of the fleet.

But we do what we need to do.

When you close under-performing locations, that lifts the productivity rate overall.

We are focused on sales per square foot.

We are focused on sales per payroll hour.

And, in fact, have been investing in systems that help us do a really good job of getting selling hours on the floor right.

And matching those up to peak periods, that improves that productivity further.

So we do remain focused on that and improving the rate.

Michael Binetti from UBS.

Hi, guys, good morning.

Is there something structurally different on the buying and occupancy line here?

As I just look back through the model, it seems like you potentially in the past would get a little higher leverage from a 5 comp.

Increasing occupancy remains a dynamic.

So as we commit to projects, you're putting capital into doors where we have extended lease life.

So that adds occupancy dollars.

It adds occupancy.

The other thing, Michael, I think, a couple years ago when we had more non-productive stores to close, we obviously benefited more.

Now, as more stores are more productive, it becomes more challenging.

That said, we still have stores to close, as demonstrated by the fact we're going to close over 100 stores this year.

And all of those stores, when we close them, will improve our productivity and performance.

Okay.

And I know we've beat this to death but I want to just ask one question to help with modeling for a second here.

Just around clarifying some of the comments you made on the math around the stores you had offline as you started the remodels in the quarter.

Do those stores and the math come out of a comp base for a period?

And then how that impacts the comp sales numbers as they come back in, if so.

In particular, I'm looking at -- I think you said, Lauren, that the peak of the remodels would be in the third quarter.

And then I think, Ken, you said that was also your toughest comparison quarter.

So I want to make sure we get the cadence correct.

No, the store is in the comp the whole time.

Even the closed period.

So we're dark for the weeks that it's closed.

The thing that happened in the first quarter that as we go along will be different is that in the first quarter, we didn't have any stores that we'd remodeled in the fourth quarter the prior year.

It had the higher than average pick up.

So what happens is you develop a layering.

I'm closed but I've got some stores, the remodels, that will help cover those closed stores.

And as you go through and get that layering, the impact of the stores that are closed gets less.

And that's why, quite frankly, we haven't made a big deal of it because, over time, it will work out to be neutral.

In the first quarter, more of an impact because we didn't have some higher performing stores to offset the ones that were closed.

It's a part of what we're doing.

When we do the analysis for the remodels, we understand and recognize, we count the down time, and we recognize what that is in.

And that's in the returns that we have to come up with.

So it's an anomaly for the first couple of quarters until we get a number that are delivering at that higher rate.

And they will offset the ones that are closed, to some degree.

It's also another reason why -- people say, why don't you just remodel the whole chain at once.

People would probably question us shutting down 400 or 500 stores for six weeks in a year.

Yes, you might have a two-week period that you're not flat, for God's sake, right?

(laughter) So if I can just close with one little step back on Lady Foot Locker here.

You've been through a few soul-searching periods with that chain, since you've been there.

It sounds like you're still hustling to crack the code.

But all the while you've been reducing the store count into that.

How do you think about managing that dynamic from here where we are today?

Do you at this point have any confidence, as you've mentioned some of the reopened stores have been better, that longer term you can slow down the door closures?

Yes.

I think what we're seeing, and what will happen, and one of the reasons why not exactly fighting the store closures, is the stores that we're closing aren't the right size going forward.

They are shoe-driven stores and they're smaller stores.

They don't have enough space for apparel.

And that, we know, is the real key to this business.

And so we're going to have to switch over anyway on many of those stores.

There's some we won't, as we said, with the reskinned stores.

But we're going to have to close those stores and get a new space anyway.

So closing it now, if it's not delivering effectively, isn't necessarily a bad thing.

The important thing is that we're learning all about what's selling, space allocation, the brands that work, the type of product and --.

What sells with what, how to present a collection.

Presentation, the selling skills required.

We're learning a tremendous amount.

And the good news that we got is that we're seeing a light at the end of the tunnel.

Now, people look and say -- gees, why haven't you got it yet.

I don't think, I could be wrong, but I don't think Lululemon had 150 stores eight months after they opened.

It takes awhile to get it right.

We're going to get it right and then we're going to expand it.

And we can move aggressively.

We've got the capability to move aggressively.

And I guarantee the landlords are very interested this succeeding because they see this as a void in the market.

The vendors are very interested in growing this aggressively.

And this is something -- when we look at kids now and the performance of kids, two or three years from now, we're going to be talking about women's the same way, and the performance of women's.

And that's what we're looking at, is getting that right so we have the next level of significant growth opportunity that we can move forward on.

And layer that on and so it just doesn't -- we're talking about is this a kids' cycle or not a kids' cycle, is it a women's cycle.

We've built a layer of merchandising, a layer of business that will go on.

And we'll be able to build on for the long term.

Okay, thanks a lot, guys.

That's all we have time for.

Thank you for participating on the call today.

We look forward to having you join us on our next call, which we anticipate will take place at 9.00 AM on Friday, August 23, following the release of our second quarter and year-to-date earnings earlier that morning.

Thanks again and goodbye.

Thank you, ladies and gentlemen.

This concludes today's conference.

Thank you for participating.

You may now disconnect.