Delaware
|
75-1047710
|
(State
or
other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Mail
Stop
CF3-201, 300 RadioShack Circle, Fort Worth, Texas
|
76102
|
(Address
of
principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code (817)
415-3011
|
Page
|
|||
PART
I
-
FINANCIAL INFORMATION
|
|||
Item
1.
|
Financial
Statements (Unaudited)
|
3
|
|
Notes
to
Consolidated Financial Statements (Unaudited)
|
6
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
11
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
19
|
|
Item
4.
|
Controls
and
Procedures
|
19
|
|
PART
II
|
|||
Item
1.
|
Legal
Proceedings
|
20
|
|
Item
1a.
|
Risk
Factors
|
20
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
21
|
|
Item
5.
|
Other
Information
|
21
|
|
Item
6.
|
Exhibits
|
21
|
|
Signatures
|
22
|
||
Index
to
Exhibits
|
23
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
(In
millions, except per share amounts)
|
2007
|
2006
|
|||||
Net
sales and operating revenues
|
$
|
992.3
|
$
|
1,160.0
|
|||
Cost
of
products sold
|
475.9
|
599.4
|
|||||
Gross
profit
|
516.4
|
560.6
|
|||||
Operating
expenses:
|
|||||||
Selling,
general and administrative
|
412.0
|
495.7
|
|||||
Depreciation
and amortization
|
29.2
|
32.0
|
|||||
Impairment
of
long-lived assets
|
0.6
|
8.9
|
|||||
Total
operating expenses
|
441.8
|
536.6
|
|||||
Operating
income
|
74.6
|
24.0
|
|||||
Interest
income
|
6.5
|
0.8
|
|||||
Interest
expense
|
(10.6
|
)
|
(10.6
|
)
|
|||
Other
loss
|
(1.0
|
)
|
(0.6
|
)
|
|||
Income
before income taxes
|
69.5
|
13.6
|
|||||
Income
tax
provision
|
27.0
|
5.2
|
|||||
Net
income
|
$
|
42.5
|
$
|
8.4
|
|||
Net
income per share (see Note 2):
|
|||||||
Basic
|
$
|
0.31
|
$
|
0.06
|
|||
Diluted
|
$
|
0.31
|
$
|
0.06
|
|||
Shares
used
in computing net income per share:
|
|||||||
Basic
|
136.2
|
135.8
|
|||||
Diluted
|
137.1
|
135.8
|
|||||
March
31,
|
December
31,
|
March
31,
|
||||||||
(In
millions, except for share amounts)
|
2007
|
2006
|
2006
|
|||||||
Assets
|
||||||||||
Current
assets:
|
||||||||||
Cash
and cash
equivalents
|
$
|
463.2
|
$
|
472.0
|
$
|
45.4
|
||||
Accounts
and
notes receivable, net
|
168.8
|
247.9
|
265.4
|
|||||||
Inventories
|
650.8
|
752.1
|
960.0
|
|||||||
Other
current
assets
|
131.1
|
127.6
|
148.1
|
|||||||
Total
current assets
|
1,413.9
|
1,599.6
|
1,418.9
|
|||||||
Property,
plant and equipment, net
|
365.8
|
386.3
|
455.8
|
|||||||
Other
assets,
net
|
104.1
|
84.1
|
104.1
|
|||||||
Total
assets
|
$
|
1,883.8
|
$
|
2,070.0
|
$
|
1,978.8
|
||||
Liabilities
and Stockholders’ Equity
|
||||||||||
Current
liabilities:
|
||||||||||
Short-term
debt, including current maturities of long-term debt
|
$
|
178.5
|
$
|
194.9
|
$
|
163.7
|
||||
Accounts
payable
|
182.3
|
254.5
|
211.9
|
|||||||
Accrued
expenses and other current liabilities
|
330.6
|
442.2
|
330.3
|
|||||||
Income
taxes
payable
|
3.6
|
92.6
|
42.5
|
|||||||
Total
current liabilities
|
695.0
|
984.2
|
748.4
|
|||||||
Long-term
debt, excluding current maturities
|
342.0
|
345.8
|
491.9
|
|||||||
Other
non-current liabilities
|
147.3
|
86.2
|
127.4
|
|||||||
Total
liabilities
|
1,184.3
|
1,416.2
|
1,367.7
|
|||||||
Commitments
and contingent liabilities (see Notes 5 and 6)
|
||||||||||
Stockholders’
equity:
|
||||||||||
Preferred
stock, no par value, 1,000,000 shares authorized:
|
||||||||||
Series
A
junior participating, 300,000 shares designated
and
none
issued
|
--
|
--
|
--
|
|||||||
Common
stock,
$1 par value, 650,000,000 shares authorized;
191,033,000
shares issued
|
191.0
|
191.0
|
191.0
|
|||||||
Additional
paid-in capital
|
98.3
|
92.6
|
92.7
|
|||||||
Retained
earnings
|
1,830.6
|
1,780.9
|
1,749.8
|
|||||||
Treasury
stock, at cost; 55,594,000, 55,196,000
and
55,710,000 shares, respectively
|
(1,418.4
|
)
|
(1,409.1
|
)
|
(1,422.2
|
)
|
||||
Accumulated
other comprehensive loss
|
(2.0
|
)
|
(1.6
|
)
|
(0.2
|
)
|
||||
Total
stockholders’ equity
|
699.5
|
653.8
|
611.1
|
|||||||
Total
liabilities and stockholders’ equity
|
$
|
1,883.8
|
$
|
2,070.0
|
$
|
1,978.8
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
(In
millions)
|
2007
|
2006
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
42.5
|
$
|
8.4
|
|||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
|||||||
Depreciation
and amortization
|
29.2
|
32.0
|
|||||
Provision
for
credit losses and bad debts
|
0.3
|
0.2
|
|||||
Impairment
of
long-lived assets
|
0.6
|
8.9
|
|||||
Other
items
|
1.6
|
3.9
|
|||||
Changes
in
operating assets and liabilities:
|
|||||||
Accounts
and
notes receivable
|
79.1
|
43.8
|
|||||
Inventories
|
101.4
|
4.9
|
|||||
Other
current
assets
|
(10.0
|
)
|
(26.7
|
)
|
|||
Accounts
payable, accrued expenses, income taxes payable and other
|
(196.9
|
)
|
(358.0
|
)
|
|||
Net
cash
provided by (used in) operating activities
|
47.8
|
(282.6
|
)
|
||||
Cash
flows from investing activities:
|
|||||||
Additions
to
property, plant and equipment
|
(10.7
|
)
|
(27.2
|
)
|
|||
Proceeds
from
sale of property, plant and equipment
|
1.3
|
0.8
|
|||||
Other
investing activities
|
(0.3
|
)
|
(0.2
|
)
|
|||
Net
cash used
in investing activities
|
(9.7
|
)
|
(26.6
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Purchases
of
treasury stock
|
(45.2
|
)
|
--
|
||||
Sale
of
treasury stock to employee benefit plans
|
--
|
7.5
|
|||||
Proceeds
from
exercise of stock options
|
19.9
|
0.1
|
|||||
Changes
in
short-term borrowings and outstanding checks in excess of
cash
balances, net
|
(21.6
|
)
|
125.5
|
||||
Reductions
of
long-term borrowings
|
--
|
(2.5
|
)
|
||||
Net
cash
(used in) provided by financing activities
|
(46.9
|
)
|
130.6
|
||||
Net
decrease in cash and cash equivalents
|
(8.8
|
)
|
(178.6
|
)
|
|||
Cash
and cash
equivalents, beginning of period
|
472.0
|
224.0
|
|||||
Cash
and cash
equivalents, end of period
|
$
|
463.2
|
$
|
45.4
|
Three
months
ended March 31,
|
|||||||
2007
|
2006
|
||||||
Numerator:
|
|||||||
Net
income
|
$
|
42.5
|
$
|
8.4
|
|||
Denominator:
|
|||||||
Weighted
average shares
|
136.2
|
135.8
|
|||||
Incremental
common shares attributable to stock option plans
|
0.9
|
--
|
|||||
Weighted
average shares for diluted net income per share
|
137.1
|
135.8
|
|||||
Basic
income
per share
|
$
|
0.31
|
$
|
0.06
|
|||
Diluted
income per share
|
$
|
0.31
|
$
|
0.06
|
Three
Months
Ended March 31,
|
|||||||
(In
millions)
|
2007
|
2006
(1)
|
|||||
Net
sales and operating revenues:
|
|||||||
RadioShack
company-operated stores
|
$
|
848.4
|
$
|
996.1
|
|||
Kiosks
|
77.3
|
78.1
|
|||||
Other
|
66.6
|
85.8
|
|||||
$
|
992.3
|
$
|
1,160.0
|
||||
Operating
income:
|
|||||||
RadioShack
company-operated stores (2)
|
$
|
178.1
|
$
|
167.1
|
|||
Kiosks
|
4.6
|
(2.5
|
)
|
||||
Other
(3)
|
8.9
|
(1.1
|
)
|
||||
191.6
|
163.5
|
||||||
Unallocated
(4)
|
(117.0
|
)
|
(139.5
|
)
|
|||
Operating
income
|
74.6
|
24.0
|
|||||
Interest
income
|
6.5
|
0.8
|
|||||
Interest
expense
|
(10.6
|
)
|
(10.6
|
)
|
|||
Other
(loss)
income
|
(1.0
|
)
|
(0.6
|
)
|
|||
Income
before
income taxes
|
$
|
69.5
|
$
|
13.6
|
|||
Depreciation
and amortization:
|
|||||||
RadioShack
company-operated stores
|
$
|
13.5
|
$
|
14.2
|
|||
Kiosks
|
1.6
|
2.7
|
|||||
Other
|
0.5
|
0.6
|
|||||
15.6
|
17.5
|
||||||
Unallocated
(5)
|
13.6
|
14.5
|
|||||
$
|
29.2
|
$
|
32.0
|
||||
Capital
expenditures:
|
|||||||
RadioShack
company-operated stores
|
$
|
3.8
|
$
|
14.0
|
|||
Kiosks
|
--
|
0.8
|
|||||
Other
|
0.1
|
0.8
|
|||||
3.9
|
15.6
|
||||||
Unallocated
(6)
|
6.8
|
11.6
|
|||||
$
|
10.7
|
$
|
27.2
|
(1)
|
Amounts
have
been retrospectively adjusted to conform to current year presentations.
Certain prior year inter-company
amounts have been reallocated between the segments and
Unallocated.
|
(2)
|
Operating
income for the three months ended March 31, 2007, includes a
$14.0 million
federal excise tax refund
and
$0.4 million impairment of long-lived assets on furniture, fixtures
and
leasehold improvements. Operating
income for the three months ended March 31, 2006, includes an
$8.9 million
charge for impairment of long-lived
assets on furniture, fixtures and leasehold improvements for
stores
identified for closure in July 2006.
|
(3)
|
Operating
income for the three months ended March 31, 2007, includes $0.2
million
for the impairment of long-lived
assets
on machinery and equipment.
|
(4)
|
The
unallocated category included in operating income relates to
our overhead
and corporate expenses that are not
allocated
to the separate reportable segments for management reporting
purposes.
Unallocated costs include
corporate departmental expenses such as labor and benefits, as
well as
advertising, insurance, distribution
and information technology costs.
|
(5)
|
Depreciation
and amortization included in the unallocated category primarily
relate to
information technology assets.
|
(6)
|
Capital
expenditures included in the unallocated category primarily relate
to
information technology
assets.
|
· |
Provide our customers a positive in-store
experience
|
· |
Grow
gross profit dollars by increasing the overall value of each
ticket
|
· |
Continually reduce costs throughout the
organization
|
· |
Allocate the dollars generated from operations appropriately by investing
only in projects that have an adequate return or are
operationally necessary
|
Three
Months
Ended March 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Consolidated
net sales and operating revenues
(decrease) growth
|
(14.5
|
%)
|
3.3
|
%
|
2.8
|
%
|
||||
Comparable
store sales decrease
|
(9.2
|
%)
|
(0.5
|
%)
|
(1.4
|
%)
|
Three
Months
Ended March 31,
|
||||||||||
2007
|
2006
|
2005
|
||||||||
Gross
profit
|
$
|
516.4
|
$
|
560.6
|
$
|
566.2
|
||||
Gross
margin
|
52.0
|
%
|
48.3
|
%
|
50.4
|
%
|
Three
Months
Ended March 31,
|
||||||||||
(In
millions)
|
2007
|
2006
(1)
|
2005
(1)
|
|||||||
RadioShack
company-operated stores (2)
|
$
|
178.1
|
$
|
167.1
|
$
|
218.0
|
||||
Kiosks
|
4.6
|
(2.5
|
)
|
(3.6
|
)
|
|||||
Other
(3)
|
8.9
|
(1.1
|
)
|
7.5
|
||||||
191.6
|
163.5
|
221.9
|
||||||||
Unallocated
|
(117.0
|
)
|
(139.5
|
)
|
(135.7
|
)
|
||||
Operating
income
|
$
|
74.6
|
$
|
24.0
|
$
|
86.2
|
(1)
|
Amounts
have
been retrospectively adjusted to conform to current year presentations.
Certain prior year inter-company
amounts have been reallocated between the segments and
Unallocated.
|
(2)
|
Operating
income for the three months ended March 31, 2007, includes a $14.0
million
federal excise tax refund
and
$0.4 million impairment of long-lived assets on furniture, fixtures
and
leasehold improvements. Operating
income for the three months ended March 31, 2006, includes an $8.9
million
charge for impairment of long-lived
assets on furniture, fixtures and leasehold improvements for stores
closed
in July 2006.
|
(3)
|
Operating
income for the three months ended March 31, 2007, includes $0.2
million
for the impairment of long-lived
assets
on machinery and equipment.
|
March
31,
|
December
31,
|
September
30,
|
June
30,
|
March
31,
|
||||||||||||
2007
|
2006
|
2006
|
2006
|
2006
|
||||||||||||
RadioShack
company-operated
stores (1)
|
4,442
|
4,467
|
4,460
|
4,746
|
4,933
|
|||||||||||
Kiosks
(2)
|
763
|
772
|
778
|
777
|
778
|
|||||||||||
Dealer
and
other outlets (3)
|
1,560
|
1,596
|
1,620
|
1,635
|
1,662
|
|||||||||||
Total
number
of retail locations
|
6,765
|
6,835
|
6,858
|
7,158
|
7,373
|
(1)
|
During
the
past four quarters, we closed a total of 491 RadioShack company-operated
stores in the U.S., net of new
store
openings and relocations. This decline resulted primarily from
the closure
of 481 locations in July 2006,
as well
as our decision not to renew leases on other locations that failed
to meet
our financial return goals.
|
(2)
|
Kiosks
decreased by 15 locations during the past four quarters. SAM’S CLUB has
the unconditional right to assume
the
operation of up to 75 kiosk locations (in total), as well as additional
kiosks in the event we fail to
|
|
meet
certain
specified performance metrics. They exercised this unconditional
right to
assume operation of 44 kiosk
locations during 2005 that were previously operated by
us.
|
(3)
|
During
the
past four quarters, we closed 102 dealer and other outlets, primarily
related to dealers (typically by terminating
our relationship with the dealers), net of new outlet openings
and
conversions to RadioShack company-operated
stores. This declining trend is due to the closure of smaller
outlets.
|
Three
Months
Ended March 31,
|
||||||||||
(In
millions)
|
2007
|
2006
|
2005
|
|||||||
|
||||||||||
RadioShack
company-operated stores
|
$
|
848.4
|
$
|
996.1
|
$
|
1,013.4
|
||||
Kiosks
|
77.3
|
78.1
|
47.4
|
|||||||
Other
sales
|
66.6
|
85.8
|
62.1
|
|||||||
Consolidated
net sales and operating revenues
|
$
|
992.3
|
$
|
1,160.0
|
$
|
1,122.9
|
Three
Months
Ended March 31,
|
||||||||||
(In
millions)
|
2007
|
2006
(1)
|
2005
(1)
|
|||||||
RadioShack
company-operated stores
|
$
|
13.5
|
$
|
14.2
|
$
|
12.5
|
||||
Kiosks
|
1.6
|
2.7
|
2.3
|
|||||||
Other
|
0.5
|
0.6
|
0.6
|
|||||||
Unallocated
|
13.6
|
14.5
|
14.1
|
|||||||
Consolidated
depreciation and amortization
|
$
|
29.2
|
$
|
32.0
|
$
|
29.5
|
(1)
|
Amounts
have
been retrospectively adjusted to conform to current year presentations.
Certain prior year inter
company
amounts have been reallocated between the segments and
Unallocated.
|
Three
Months
Ended March 31,
|
Year
Ended
December
31,
|
|||||||||
(In
millions)
|
2007
|
2006
|
2006
|
|||||||
Net
cash
provided by (used in) operating activities
|
$
|
47.8
|
$
|
(282.6
|
)
|
$
|
314.8
|
|||
Less:
|
||||||||||
Additions
to
property, plant and equipment
|
10.7
|
27.2
|
91.0
|
|||||||
Dividends
paid
|
--
|
--
|
33.9
|
|||||||
Free
cash
flow
|
$
|
37.1
|
$
|
(309.8
|
)
|
$
|
189.9
|
Category
|
Standard
and
Poor’s
|
Moody's
|
Fitch
|
|||
Senior
unsecured debt
|
BB
|
Ba1
|
BB+
|
|||
Outlook
|
Negative
|
Stable
|
Negative
|
|||
Commercial
paper
|
B-1
|
NP
|
B
|
March
31,
|
December
31,
|
||||||||||||||||||
2007
|
2006
|
2006
|
|||||||||||||||||
($
in
millions)
|
Dollars
|
%
of Total
Capitalization
|
Dollars
|
%
of Total
Capitalization
|
Dollars
|
%
of Total
Capitalization
|
|||||||||||||
Current
debt
|
$
|
178.5
|
14.7
|
%
|
$
|
163.7
|
12.9
|
%
|
$
|
194.9
|
16.3
|
%
|
|||||||
Long-term
debt
|
342.0
|
28.0
|
%
|
491.9
|
38.9
|
%
|
345.8
|
29.0
|
%
|
||||||||||
Total
debt
|
520.5
|
42.7
|
%
|
655.6
|
51.8
|
%
|
540.7
|
45.3
|
%
|
||||||||||
Stockholders’
equity
|
699.5
|
57.3
|
%
|
611.1
|
48.2
|
%
|
653.8
|
54.7
|
%
|
||||||||||
Total
capitalization
|
$
|
1,220.0
|
100.0
|
%
|
$
|
1,266.7
|
100.0
|
%
|
$
|
1,194.5
|
100.0
|
%
|
Total
Number
of Shares Purchased (1)
|
Average
Price
Paid per Share
|
Total
Number
of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
Approximate
Dollar Value of Shares That May Yet Be Purchased Under the Plans
or
Programs (2)
|
||||||||||
January
1 -
31, 2007
|
--- |
$
|
---
|
---
|
$
|
209,909,275
|
|||||||
February
1 -
28, 2007
|
--- |
$
|
---
|
---
|
$
|
209,909,275
|
|||||||
March
1 - 31,
2007
|
1,837,300 |
$
|
25.34
|
1,837,300
|
$
|
163,350,338
|
|||||||
Total
|
1,837,300 |
$
|
25.34
|
1,837,300
|
(1)
|
The
total
number of shares purchased includes all repurchases made during
the
periods indicated. In January,
February and March of 2007, no shares were repurchased other than
through
a publicly announced plan
or
program in open-market transactions.
|
(2)
|
These
publicly announced plans or programs consist of RadioShack’s $250 million
share repurchase program,
which was announced on March 16, 2005, and has no expiration date.
On
August 5, 2005, we suspended
purchases under the $250 million share repurchase program during
the
period in which a financial institution
purchased shares pursuant to an overnight share repurchase program.
During
March 2007,
management
resumed share repurchases under the $250 million program. During
the
period covered by this table,
no
publicly announced plan or program expired or was terminated, and
no
determination was made by RadioShack
to
suspend or cancel purchases under our program. As of March 31,
2007, there
was $163.4 million
available for share repurchases under the $250 million share repurchase
program.
|
RadioShack
Corporation
|
|||
(Registrant)
|
|||
Date:
April
30, 2007
|
By
|
/s/
|
David
P.
Johnson
|
David
P.
Johnson
|
|||
Senior
Vice
President - Chief Accounting
|
|||
Officer
and
Corporate Controller
|
|||
(Authorized
Officer)
|
|||
Date:
April
30, 2007
|
/s/
|
James
F.
Gooch
|
|
James
F.
Gooch
|
|||
Executive
Vice President -
|
|||
Chief
Financial Officer
|
|||
(Principal
Financial Officer)
|
3.1
|
Certificate
of Amendment of Restated Certificate of Incorporation dated May
18, 2000
(filed as Exhibit 3a to RadioShack’s Form 10-Q filed on August 11, 2000,
for the fiscal quarter ended June 30, 2000, and incorporated herein
by
reference).
|
3.2
|
Restated
Certificate of Incorporation of RadioShack Corporation dated July
26, 1999
(filed as Exhibit 3a(i) to RadioShack’s Form 10-Q filed on August 11,
1999, for the fiscal quarter ended June 30, 1999, and incorporated
herein
by reference).
|
3.3
|
RadioShack
Corporation Bylaws, amended and restated as of September 29, 2005
(filed
as Exhibit 3.1 to RadioShack’s Form 8-K filed on September 30, 2005, and
incorporated herein by reference).
|
10.1
|
Description
of 2007 Annual Incentive Bonus Performance Measures for Executive
Officers
(filed
as
Exhibit 10.1 to RadioShack’s Form 8-K filed on February 28, 2007, and
incorporated herein by reference).
|
10.2
|
Description
of Long-Term Incentive Performance Measures for Executive Officers
for the
2007 through 2008 Performance Cycle (filed
as
Exhibit 10.2 to RadioShack’s Form 8-K filed on February 28, 2007, and
incorporated herein by reference).
|
10.3*
|
Second
Amended and Restated RadioShack 2004 Deferred Stock Unit Plan for
Non-Employee Directors.
|
31(a)*
|
Rule
13a-14(a) Certification of the Chief Executive Officer of RadioShack
Corporation.
|
31(b)*
|
Rule
13a-14(a) Certification of the Chief Financial Officer of RadioShack
Corporation.
|
32*
|
Section
1350
Certifications.**
|