UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

 

(Mark One)

[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended November 1, 2014

or

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 1-5571

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RADIOSHACK CORPORATION

(Exact name of registrant as specified in its charter)

 

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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 __

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes X No __

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes __ No X

The number of shares outstanding of the issuer's Common Stock, $1 par value, on November 30, 2014, was 100,702,386 (excluding 1,427,489 shares of restricted stock that were outstanding on such date)

 

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TABLE OF CONTENTS

 

 

 

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RADIOSHACK CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RADIOSHACK CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (unaudited)

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

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RADIOSHACK CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (unaudited)

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 

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RADIOSHACK CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 – BASIS OF PRESENTATION

In November 2013, our Board of Directors approved a change in our fiscal year end from December 31 to the Saturday nearest January 31 of each year. The change, which aligns our reporting cycle with the National Retail Federation 4-5-4 fiscal calendar and is expected to provide for more consistent quarter-to-quarter comparisons, is effective for our 2015 fiscal year. Our 2015 fiscal year began on February 2, 2014, and will end January 31, 2015, resulting in a transition period, that began January 1, 2014, and ended February 1, 2014, our 2014 fiscal year. This Form 10-Q includes the unaudited results for the 13 weeks and 39 weeks ended November 1, 2014, and the three and nine months ended October 31, 2013. Prior period information has been recast to the month end dates that most closely align with the new fiscal calendar. The prior period financial statements have not been recast on a 4-5-4 calendar basis because it was impractical.

Throughout this report, the terms “our,” “we,” “us,” “Company,” and “RadioShack” refer to RadioShack Corporation, including its subsidiaries. We prepared the accompanying unaudited condensed consolidated financial statements, which include the accounts of RadioShack and all majority-owned domestic and foreign subsidiaries, in accordance with the rules of the Securities and Exchange Commission. Accordingly, we did not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In management’s opinion, all adjustments of a normal recurring nature considered necessary for a fair statement are included. However, our operating results for the 13 weeks and 39 weeks ended November 1, 2014, and the three and nine months ended October 31, 2013, do not necessarily indicate the results you might expect for the full year. For further information, refer to our consolidated financial statements and management's discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2013. We have reclassified certain prior period amounts to conform to the current period presentation.

LIQUIDITY

We have experienced losses for the past two years that continued to accelerate into the third quarter of fiscal 2015, primarily attributed to a prolonged downturn in our business. Our ability to generate cash from operations depends in large part on the level of demand for our products and services. We continue to face an uncertain business environment and a number of fundamental challenges in our mobility business due to lack of availability of new devices launched during the period, aggressive price competition and intense wireless carrier marketing activities. Our retail business also faces the challenge of revamping our product assortment to anticipate and meet our customers’ needs and wants to produce profitable operating margins. We believe these challenging market conditions will continue into fiscal year 2016.

Given our negative cash flows from operations and our expected cash needs for the next twelve months and over the longer term as discussed in Note 4 – “Restructuring and Impairment,” we entered into definitive agreements to provide additional near-term liquidity and serve as a first step in our efforts to effect our recapitalization.  We continue tightly managing our cash and monitoring our liquidity position and have implemented a number of initiatives to conserve our liquidity position.

As part of the anticipated next phase of the recapitalization plan, we continue to explore alternatives and have engaged in discussions with our existing and potential new lenders in an effort to create a long-term solution. If we do not improve our cash flow from operations and refinance our existing debt, we may not have enough cash and working capital to continue to fund our operations beyond the near term, which raises substantial doubt about our ability to continue as a going concern.

To date, we have closed 175 underperforming stores since the beginning of the current fiscal year. We may close additional underperforming stores and take other measures to reduce our cost structure. The actual number of store closures could vary considerably depending on the specific restructuring alternative implemented. Our ability to close stores is limited by covenants contained in our debt agreements, and prior efforts to obtain consents from our lenders to close greater numbers of stores have been unsuccessful.

There can be no assurance that our efforts to further restructure our debt or operations will be successful. Even if successful, our restructuring efforts could have materially adverse effects on our business and on the market price of our securities. If our restructuring efforts are not successful, or cannot be completed in a timely manner, or if we are unable to improve our  liquidity or if we fail to meet certain conditions of the recapitalization plan described in Note 4 – “Restructuring and Impairment,” we may be required to seek to implement in-court bankruptcy proceedings, which could result in a default on our debt with our lenders and/or the liquidation of the Company and the loss of your investment in the Company.

As of November 1, 2014, we had $43.3 million in cash and cash equivalents. Additionally, we had availability under our 2018 Credit Facility of $19.3 million as of November 1, 2014. This resulted in a total liquidity position of $62.6 million at November 1, 2014.  

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On December 1, 2014, the Company received a notice of default and acceleration asserting that events of default have occurred and are continuing under the SCP Credit Agreement (defined below). The Company disagrees with the assertions contained in the notice of default that any event of default has occurred. See Note 12 – “Subsequent Events” for further discussion.

NOTE 2 – NEW ACCOUNTING STANDARDS

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under ASU 2014-08, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization’s operations and financial results. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of discontinued operations. ASU 2014-08 is effective for fiscal and interim periods beginning on or after December 15, 2014. We are currently evaluating the impact of the adoption of ASU 2014-08.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 provides guidance that companies will recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the payment to which a company expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The effective date will be the first quarter of fiscal year 2018 using one of two retrospective application methods. We have not determined the potential effects on the consolidated financial statements.

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12"). ASU 2014-12 requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2014-12.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2014-15.

NOTE 3 – DISCONTINUED OPERATIONS

We account for closed retail locations as discontinued operations when the cash flows of a retail location have been eliminated from our ongoing operations and we do not have any significant continuing involvement in its operations. In reaching the determination as to whether the cash flows of a retail location have been eliminated from our ongoing operations, we consider whether it is likely that customers will migrate to our other retail locations in the same geographic market.

We ceased operating all of our Target Mobile centers prior to March 31, 2013. See Note 1 – “Description of Business – Discontinued Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2013, for further information.

Net sales and operating revenues related to these discontinued operations were zero for the 13 weeks and 39 weeks ended November 1, 2014,  compared with zero and $46.6 million for the three and nine months ended October 31, 2013.  The income (loss) before income taxes for these discontinued operations was zero for the 13 weeks and 39 weeks ended November 1, 2014, compared with losses of zero and $5.2 million for the three and nine months ended October 31, 2013.

NOTE 4 – RESTRUCTURING AND IMPAIRMENT

As announced on October 3, 2014, we entered into definitive agreements to provide additional near-term liquidity and serve as a first step in efforts to effect a recapitalization of our business. A summary of the material terms of these agreements is included below.

Loan Sale Agreement. We, together with certain of our subsidiaries designated as credit parties, entered into the Loan Sale Agreement (the “Loan Sale Agreement”) with General Electric Capital Corporation (“GE Capital”), certain other entities party

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thereto (together with GE Capital, collectively, the “Sellers”), General Retail Holding L.P. (“GRH”) and General Retail Funding LLC (“GR Funding” and, together with GRH, the “Purchasers”) and, solely with respect to Section 7(h) of the Loan Sale Agreement, Standard General Master Fund L.P. and certain of its affiliates. The Purchasers are affiliates of Standard General L.P. (“Standard General”). Pursuant to the Loan Sale Agreement, each Seller sold to the Purchasers all of such Seller’s interest in the loans, commitments and other financial accommodations to or for our benefit, as evidenced by the 2018 Credit Agreement (defined below), together with the instruments, documents and agreements delivered in connection with the 2018 Credit Agreement. However, under the Loan Sale Agreement, we released the Sellers from specified liabilities and agreed to indemnify the Sellers for specified matters as described in Section 7 of the Loan Sale Agreement.

First Amendment to 2018 Credit Agreement. We, together with certain of our subsidiaries designated as credit parties, entered into the First Amendment to Credit Agreement dated as of October 3, 2014, (the “First Amendment”) with the lenders party thereto and Cantor Fitzgerald Securities (“Cantor”), in its capacity as the successor to GE Capital as the administrative agent for the lenders (the “ABL Agent”). The First Amendment amends the Credit Agreement dated as of December 10, 2013 (as amended by the First Amendment, the “2018 Credit Agreement”) among the Company, certain of our subsidiaries that are designated as credit parties, the lenders party thereto and the ABL Agent.

The First Amendment subdivided the revolving credit commitments under the 2018 Credit Agreement into (1) a facility of an aggregate principal amount of up to $275.0 million of outstanding revolving loans to be converted into term loans, (2) a facility available solely for letters of credit in an aggregate principal amount of up to $120.0 million, and (3) a facility available solely for revolving loans in an aggregate principal amount of up to $140.0 million, in each case on the terms and subject to the conditions set forth therein.

The First Amendment includes an agreement among the parties to release the discretionary borrowing base reserves under the 2018 Credit Agreement, and restore the methods used to calculate the borrowing base to those used in December 2013, in each case until the earlier of an event of default or March 15, 2015. After such time, the lenders may impose discretionary reserves and change the method of calculating the borrowing base. These changes increased the amount of borrowing availability as of October 3, 2014, by approximately $142.3 million, which was immediately accessed by us.

In addition to subdividing the facilities described above, the First Amendment also amended the 2018 Credit Agreement to permit the letter of credit lenders under the 2018 Credit Agreement to convert funded obligations owed to them into shares of a new series of our preferred stock as described below under the “Recapitalization and Investment Agreement.” The First Amendment also adds an additional event of default under the 2018 Credit Agreement that would result if certain steps under the Recapitalization Agreement are not completed on or before March 15, 2015. These steps include (1) entry into an amendment to, or a replacement contract for, our current contract with a third party supplier described below under the “Recapitalization and Investment Agreement,” (2) completion of the Rights Offering described below, and (3) taking the necessary actions to ensure that our board of directors is reconstituted as contemplated by the Recapitalization Agreement described below.

The First Amendment also includes certain other amendments that will become effective upon (1) a refinancing of the Credit Agreement, dated as of December 10, 2013 (the “SCP Credit Agreement”), among the Company, certain of our subsidiaries, the lenders party thereto (the “SCP Lenders”), and Salus Capital Partners, LLC (“Salus”) as agent for the SCP Lenders (“the “SCP Agent”) or (2) an amendment to the SCP Credit Agreement that incorporates these same amendments. The additional amendments to the 2018 Credit Agreement include (1) eliminating the prohibition against sale/leaseback transactions, (2) permitting the sale of inventory and other assets outside of the ordinary course of business in connection with store closings, (3) permitting the sale of distribution centers, and (4) allowing us to amend wireless carrier contracts without the consent of the ABL Agent.

Recapitalization and Investment Agreement. We also entered into a Recapitalization and Investment Agreement (as amended, the “Recapitalization Agreement”) with GRH. The Recapitalization Agreement provides for, among other things:

The percentage of equity securities that GRH and other investors will own as a result of this transaction will depend upon the level of participation, if any, in the Rights Offering. Depending upon such participation level, existing stockholders and their transferees (including affiliates of Standard General with respect to their existing holdings) will own between 20% and 50% of the Common Stock on an as-converted basis.

The terms of the Preferred Stock will be provided in a certificate of designation to be filed by us with the Secretary of State of the State of Delaware. Material terms of the Preferred Stock are set forth in the term sheet (“Preferred Stock Term Sheet”), which is incorporated herein by reference to Exhibit 2.1 to our Form 8-K filed on October 7, 2014. Subject to certain limitations as described in the Preferred Stock Term Sheet, (1) the holders of Preferred Stock will vote together with the holders of Common Stock (on an as-converted basis) on all matters and (2) each share of Preferred Stock will be convertible into 2,000 shares of Common Stock. If the Preferred Stock is not converted into Common Stock prior to the 90th day following the issuance of the Preferred Stock, the holders of Preferred Stock will be entitled to dividends accruing at 10% per annum, which rate will increase to 20% six months after initial issuance. The Preferred Stock dividends will be payable in-kind until the date that is 18 months after initial issuance. As more fully described in the Preferred Stock Term Sheet, the conversion and voting rights of any person or group acquiring equity securities in the transaction would be limited to 34.9% of the total voting power of our voting stock so long as greater voting power would accelerate our debt.

Immediately following the completion of the Rights Offering and the Sponsor Conversion, our board of directors will be reconstituted to consist of our CEO, two independent directors reasonably acceptable to us and GRH and four individuals nominated by GRH (of which at least two must satisfy the New York Stock Exchange listing requirements for director independence). We and GRH will also enter into an Investor Rights Agreement providing for the director designation rights and for customary registration rights.

GRH’s obligation to complete the Sponsor Conversion is subject to (1) the entry into an amendment to, or a replacement contract for, our current contract with a third party supplier (which expires by its terms on December 31, 2014) on terms that are equivalent or more favorable, taken as a whole, to us than the terms of the existing contract, (2) us having at least $100 million of available cash and borrowing capacity at January 15, 2015, and (3) our management developing, reasonably and in good faith, an operating plan and budget for fiscal year 2016 that is accepted by our board of directors and contemplates earnings (excluding specified cash and non-cash charges) before interest, taxes, depreciation and amortization of at least $75.4 million, as well as other customary closing conditions. There is no assurance that these closing conditions will be met.

 

For example, we have not amended, or replaced, our current contract with a third-party supplier (which expires by its terms on December 31, 2014) on terms that are equivalent or more favorable, taken as a whole, to us than the terms of the existing contract.  Additionally, if our results do not improve, we will not have at least $100 million of available cash and borrowing capacity at January 15, 2015. We also may not be able to develop, reasonably and in good faith, an operating plan and budget for fiscal year 2016 that would be accepted by our board of directors and contemplates earnings (excluding specified cash and non-cash charges) before interest, taxes, depreciation and amortization of at least $75.4 million. Further, it is a condition that no default or event of default shall have occurred and be continuing under our 2018 Credit Agreement, the SCP Credit Agreement or our 2019 Notes.

 

The Recapitalization Agreement also contains representations, warranties and covenants, including covenants providing for the establishment of a six-person transaction committee to consist of three members designated by GRH, our CEO, our CFO and one other representative appointed by us. The transaction committee oversees and coordinates discussions regarding the recapitalization transactions and the implementation of an interim operating plan for us, but does not have authority to bind us or oversee our business.

The Recapitalization Agreement also contains restrictions on our ability to initiate, solicit or encourage any inquiries or the making of any proposal or offer that would be a competing proposal to the transactions contemplated by the Recapitalization Agreement, as well as our ability to enter into discussions, negotiations or agreements regarding such a competing proposal.

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Under the Recapitalization Agreement, we are obligated to enter into a merger agreement with a newly formed, wholly owned subsidiary of our company and seek stockholder approval of the merger promptly after the consummation of the Rights Offering. Our certificate of incorporation, as the surviving corporation in the merger, would provide for an increased number of authorized shares of Common Stock that is at least sufficient to allow for conversion of all of the shares of Preferred Stock and for a decrease in the Common Stock par value to $0.01 per share.

The Recapitalization Agreement contains customary termination provisions and may be terminated by either party if the consummation of the Rights Offering and the Sponsor Conversion do not occur on or before March 15, 2015.

We incurred financing fees of $39.6 million in connection with these transactions. $36.9 million of these costs were capitalized and will be amortized over the remaining term of the agreements. $2.7 million in costs were expensed during the period. In addition, unamortized costs of $24.1 million and $1.3 million in debt discount relating to the 2018 Credit Agreement were written off during the period which resulted in a total expense of $28.1 million included in other loss within our Condensed Consolidated Statements of Comprehensive Income. 

The Sponsor Conversion and other direct issuances of Preferred Stock pursuant to the Recapitalization Agreement contain conversion features and are freestanding equity-linked instruments. We performed analyses on the conversion features which met the criteria under Accounting Standards Codification Topic 815 “Derivatives and Hedging” for equity classification. Therefore, we recorded these conversion features as components of debt and equity at their relative fair values. The Rights Offering has similar characteristics as a non-cash dividend and has been recorded at fair value as a component of shareholder’s equity.

Impairment. As discussed in Note 1 – “Basis of Presentation – Liquidity,” we have experienced losses for the past two years that continued into the third quarter of fiscal 2015, primarily attributed to a prolonged downturn in our business, which continues to impact our overall liquidity. Also, on July 24, 2014,  we were notified by the New York Stock Exchange (“NYSE”) that the average closing price of our common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE. See Note 9 – “Commitments and Contingencies” for further discussion. Together, we believed these circumstances were triggering events and required an evaluation of our long-lived assets during the second quarter. 

During the second quarter, we evaluated our goodwill balance, with the goodwill assigned to our Mexican subsidiary being the primary component.

In step 1 of the two-step impairment test, we compared the carrying amount, including assigned goodwill, to the fair value of our Mexican subsidiary. We estimated fair value by equally weighting the results from the income approach and market approach. The significant assumptions employed in determining fair value included, but were not limited to, projected financial information, growth rates, terminal value, discount rates, and multiples from publicly traded companies that are comparable to our Mexican subsidiary. Due to the less than anticipated operating results of the U.S. operations, we prepared a multi-year projection based upon updated assumptions, which included a reduction in the Mexican subsidiary’s planned expansion. The result of these assumptions was a significant reduction in sales and gross profits in our multi-year projection which was the primary factor determining that the fair value of our Mexican subsidiary was less than the carrying amount. As a result, step 2 of the two-step impairment test was required in order to measure the amount of goodwill impairment, if any.

In step 2, the fair value measured in step 1 of our Mexican subsidiary was allocated to its assets and liabilities to determine the implied fair value of the goodwill, if any. We calculated the implied fair value of our Mexican subsidiary’s goodwill to be zero compared to its carrying value of $12.3 million, resulting in an impairment charge of $12.3 million. The impairment charges were recorded in the 13 weeks ended August 2, 2014, as impairment of long-lived assets and goodwill within our Condensed Consolidated Statements of Comprehensive Income. 

Restructuring.  As part of the anticipated next phase of the restructuring plan, we may begin a program to close a number of underperforming stores and other measures to make reductions in our cost structure. However, the actual number of store closures could vary considerably depending on the specific restructuring alternative implemented. The store closure program would require consent from our lenders. There is no assurance the restructuring plan will be achieved and other alternatives could result in materially higher restructuring costs. Estimated store closure costs of $6.9 million ($5.7 million and $1.2 million, respectively for the second and third quarters) related to the impairment of store leasehold improvements and fixtures have been recorded as impairment of long-lived assets and goodwill within our Condensed Consolidated Statements of Comprehensive Income. "  

Estimated employee severance costs of $8.2 million relate to the elimination of full-time and part-time positions, primarily related to the corporate office, stores, store support, field management and consolidation of facilities in China. These costs are included as selling, general and administrative expenses within our Condensed Consolidated Statements of Comprehensive Income. Inventory reserves of $8.4 million ($2.7 million and $5.7 million, respectively for the second and third quarters) are based on the estimated liquidation value of the inventory on hand during the liquidation phase of the restructuring plan. These expenses have been recorded as cost of products sold within our Condensed Consolidated Statements of Comprehensive

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Income. In addition to these expenses, we estimate future lease termination costs upon exiting stores to be in the range of $15 million to $25 million.

NOTE 5 – INDEBTEDNESS AND BORROWING FACILITIES 

Debt consists of the following:

 

 

 

 

See Note 4 – “Restructuring and Impairment” for further discussion of the restructuring of our debt.

 

 

NOTE 6 – NET LOSS PER SHARE

Basic net loss per share is computed based on the weighted average number of common shares outstanding for each period presented. Diluted net loss per share reflects the potential dilution that would have occurred if securities or other contracts to issue common stock were exercised, converted, or resulted in the issuance of common stock that would have then shared in our earnings.

The following table reconciles the numerator and denominator used in the basic and diluted net loss per share calculations for the periods presented:

 

 

 

 

 

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The following table includes common stock equivalents that were not included in the calculation of diluted net loss per share for the periods presented. These securities could be dilutive in future periods.

 

 

 

 

 

 

 

NOTE 7 – FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

 

 

The FASB’s accounting guidance utilizes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels:

U.S. RadioShack Company-Operated Stores: For the 13 weeks ended November 1, 2014, and for the period ended February 1, 2014, long-lived assets held and used in certain locations of our U.S. RadioShack company-operated stores segment with a total carrying value of $3.4 million and $1.1 million, were written down to their fair value of $0.8 million and $0.6 million, resulting in impairment charges of $2.6 million and $0.5 million, respectively.

The inputs used to calculate the fair value of these long-lived assets included the projected cash flows and a risk-adjusted rate of return that we estimated would be used by a market participant in valuing these assets. The projected cash flows for a particular store are based on average historical cash flows for that store and are projected through the remainder of its lease. The risk-adjusted rates of return used to discount these cash flows range from 15% to 20%.

 

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Fair Value of Equity-Linked Instruments: As discussed in Note 4 – “Restructuring and Impairment”, the Recapitalization Agreement contains conversion features which are equity-linked instruments, and are recorded at fair value. Fair value on the conversion instruments are determined by using observable inputs such as indicated market prices and unobservable inputs such as conversion amounts, estimates of per share value, and probability of achieving the required conditions for mandatory conversion.

Carrying amounts and the related estimated fair values of equity-linked instruments are as follows:

 

 

 

Fair Value of Financial Instruments: Financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and long-term debt. With the exception of long-term debt, the financial statement carrying amounts of these items approximate their fair values due to their short-term nature. The estimated fair values of our 6.75% unsecured notes due in 2019 (“2019 Notes”) as of November 1, 2014, February 1, 2014,  and December 31, 2013, our secured term loans as of August 2, 2014, and for our 2018 Credit Facility as of August 2, 2014, are determined using quoted market prices, when available. If quoted market prices are not available, the fair value is estimated using indicated market prices. The estimated fair values use both observable and unobservable inputs in a cash flow model. The unobservable inputs reflect assumptions regarding expected spreads and discount rates. Observable inputs consist of 1-month and 3-month LIBOR rates. At February 1, 2014,  and December 31, 2013, estimated fair values of our secured term loans approximate their carrying values due to the recentness of these borrowings.

Carrying amounts and the related estimated fair values of our long-term debt financial instruments are as follows:

 

 

 

 

NOTE 8 – INCOME TAXES

We continue to provide a valuation allowance against all of our U.S. federal and state deferred tax assets. As a result, we did not record any U.S. federal or state income tax benefit related to our operating losses for the 39 weeks ended November 1, 2014. We continue to provide a valuation allowance against all of the deferred tax assets of our Mexican subsidiary. We continue to recognize income tax expense or benefit related to our other foreign operations and interest accrued on our liabilities for uncertain tax positions. In addition, we continue to recognize income tax expense in certain state jurisdictions.

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The consolidated liability of gross unrecognized income tax benefits for uncertain tax positions (excluding interest) was $116.2 million, $116.6 million and $119.1 million at November 1, 2014, February 1, 2014, and December 31, 2013, respectively. At November 1, 2014, $92.1 million of this liability was related to a single uncertain tax position. We anticipate that this uncertain tax position will not be resolved within the next 12 months.

Liabilities for unrecognized income tax benefits for uncertain tax positions may result in cash payments to one or more tax authorities in future periods. Such payments would not affect our results of operations. It is reasonably possible that our liability for unrecognized tax benefits related to uncertain tax positions could be reduced over the next 12 months because of settlements or the expiration of the applicable statute of limitations. We are no longer asserting permanent reinvestment of undistributed earnings in our Mexican subsidiary.  However, since the subsidiary is in a deficit position, there is no deferred tax liability to record.

Our federal and certain state net operating losses and federal general business credit carryforwards may be subject to limitations under Section 382 of the Internal Revenue Code if significant ownership changes occur. 

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Loss Contingencies: FASB Accounting Standards Codification Topic 450 - Contingencies (“ASC 450”) governs our disclosure and recognition of loss contingencies, including pending claims, lawsuits, disputes with third parties, investigations and other actions that are incidental to the operation of our business. ASC 450 uses the following defined terms to describe the likelihood of a future loss: probable – the future event or events are likely to occur, remote – the chance of the future event or events is slight, and reasonably possible – the chance of the future event or events occurring is more than remote but less than likely. ASC 450 also contains certain requirements with respect to how we accrue for and disclose information concerning our loss contingencies. We accrue for a loss contingency when we conclude that the likelihood of a loss is probable and the amount of the loss can be reasonably estimated. When the reasonable estimate of the loss is within a range of amounts and no amount in the range constitutes a better estimate than any other amount, we accrue for the amount at the low end of the range. We adjust our accruals from time to time as we receive additional information, but the loss we incur may be significantly greater than or less than the amount we have accrued. We disclose loss contingencies if there is at least a reasonable possibility that a loss has been incurred. No accrual or disclosure is required for losses that are remote.

Brookler v. RadioShack Corporation: In April 2004, plaintiff Morry Brookler filed a putative class action in Los Angeles Superior Court claiming that the Company violated California's wage and hour laws relating to meal and rest periods. The meal period claim was originally certified as a class action in February 2006. In August 2007, the Company filed a Motion for Decertification in August 2007 which was denied. After a favorable decision by the California Court of Appeals in a similar case, Brinker Restaurant Corporation v. Superior Court, the Company filed a Second Motion for Decertification, which was granted in October 2008. The plaintiff appealed this ruling and in August 2010, the California Court of Appeals reversed the trial court’s decertification order. In September 2010, the Company filed a Petition for Review with the California Supreme Court, which granted review and placed the case on hold pending a decision in the Brinker case. In April 2012, the California Supreme Court issued its decision in Brinker and in June 2012, remanded the Brookler case to the California Court of Appeals with instructions to vacate its prior order and reconsider its ruling in light of the Supreme Court’s decision in Brinker. In December 2012, the Court of Appeals affirmed the trial court’s decertification of the meal period class. In June 2013, the plaintiff filed a Motion to Amend his Complaint to assert rest and meal period as well as off-the-clock and Private Attorneys General Act claims and to add an additional class representative. In July 2013 the trial court granted the Motion to Amend and the plaintiff filed a Second Amended Complaint. In August 2013, the Company removed the case to federal court. In September 2013, the plaintiffs filed a Motion to Remand the case back to state court, which was granted in October 2013. In November 2013, the Company filed a demurrer in state court to all causes of action in the Second Amended Complaint, which was granted without leave to amend in January 2014. On February 4, 2014, plaintiffs filed a Petition for Writ of Mandate with the Court of Appeals seeking immediate relief from the trial court’s order. On February 11, 2014, the Court of Appeals notified the trial court and parties of its intent to issue a peremptory Writ of Mandate compelling the trial court to vacate its order granting the demurrer and issue a new order denying the demurrer. On February 21, 2014, the trial court reversed its prior decision and denied the demurrer. On February 26, 2014, the Court of Appeals determined that the trial court had not followed proper procedure and ordered it to vacate its February 21 order to allow the Company an opportunity to oppose the Appellate Court’s notice. In April 2014, after further briefing by the parties, the trial court again sustained the demurrer without leave to amend. In May 2014, plaintiff appealed the trial court’s order sustaining the demurrer. On December 5, 2014, the Appellate Court heard oral argument on plaintiff’s appeal.  The outcome of this case is uncertain and the ultimate resolution of it could have a material adverse effect on the Company’s consolidated financial statements in the period in which the resolution is recorded.

Ordonez v. RadioShack Corporation: In May 2010, the Company was named as a defendant in a putative class action lawsuit in Los Angeles Superior Court alleging that it violated California’s wage and hour laws by not providing required meal periods and rest breaks, failed to pay for all time worked, failed to pay overtime compensation, failed to pay minimum wage and failed to maintain required records. In September 2010, the Company removed the case to the U. S. District Court for the Central District of California. In July 2012, plaintiff filed a Motion for Class Certification. In January 2013, the court denied, without prejudice, the Motion for Class Certification as to all claims. In February 2013, plaintiff filed a Motion for Reconsideration of the court’s denial of class certification only with regard to the rest period claim. In April 2013, the court

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ordered that plaintiff could conduct limited additional discovery and file a renewed Motion for Class Certification. Plaintiff filed the renewed motion in July 2013. A hearing on the motion was held in February 2014, at which time the court issued a tentative ruling granting plaintiff’s motion as to the rest period claim. Following oral argument, the court issued orders requiring the parties to submit supplemental evidence and briefs. In August 2014, the court denied the Motion. The plaintiff did not appeal this ruling. However, the litigation is ongoing. The outcome of this case is uncertain and the ultimate resolution of it could have a material adverse effect on the Company’s consolidated financial statements in the period in which the resolution is recorded.

Redman v. RadioShack; Aliano v. RadioShack: In September 2011, Scott D.H. Redman filed a putative class action lawsuit against the Company in the United States District Court for the Northern District of Illinois. Mr. Redman claims that the Company violated certain provisions of the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”), which amended the Fair Credit Reporting Act, by displaying the expiration dates of customers’ credit or debit cards on electronically printed transaction receipts. Mr. Redman filed a motion seeking to certify a class that includes all persons to whom the Company provided an electronically printed transaction receipt, in transactions occurring after June 3, 2008, that displayed the expiration date of the person’s credit or debit card. In November 2011, Mario Aliano and Victoria Radavicuite filed a similar putative class action lawsuit against the Company, also in the United States District Court for the Northern District of Illinois, alleging similar violations of FACTA. Mr. Aliano and Ms. Radavicuite initially filed a motion seeking to certify a class that includes all persons to whom the Company provided an electronically printed transaction receipt, in transactions occurring in Illinois after June 3, 2008, that displayed the expiration date of the person's credit or debit card. In December 2011, Mr. Aliano and Ms. Radavicuite filed an amended complaint and an amended motion seeking to certify a class that was not limited to transactions occurring in Illinois. On January 11, 2012, the Aliano lawsuit was reassigned to the judge presiding over the Redman lawsuit on the basis of relatedness, and the two cases were consolidated for all purposes. On January 25, 2012, the presiding judge referred the matter to the magistrate judge assigned to the consolidated cases for mediation. In November 2012, the parties reached a tentative settlement. On May 16, 2013, the parties executed a settlement agreement and on May 29, 2013, the court granted preliminary approval of the settlement. Notices of the settlement were mailed to known class members and published in several national publications. A hearing on final approval of the settlement was held in September 2013. In February 2014, the court granted final approval of the settlement, however two plaintiffs who had objected to the settlement appealed the court’s grant of final approval. In September 2014, the Seventh Circuit Court of Appeals reversed the judgment approving the settlement and remanded the case for further proceedings, citing concerns with the settlement including the allocation of the settlement proceeds between the class and class counsel. The parties are currently in negotiations to attempt to restructure the settlement to address the concerns expressed by the appellate court. The outcome of these cases is uncertain and the ultimate resolution of them could have a material adverse effect on the Company’s consolidated financial statements in the period in which the resolution is recorded.

FLSA Litigation: In April 2012, the Company was named as a defendant in a putative nationwide collective action under the Fair Labor Standards Act and putative statewide class actions under New York and Ohio state laws in the U. S. District Court for the Northern District of Ohio, claiming that its use of the “fluctuating workweek” method to calculate overtime for certain of its retail store managers violates federal and state laws because the store managers receive bonuses in addition to their fixed salaries. In June 2012, the Company filed a Motion to Dismiss the lawsuit. In March 2013, the court issued an opinion granting the motion in part, finding that plaintiffs were not entitled to seek overtime based upon use of the “fluctuating workweek” method prior to April 5, 2011, the date of a U.S. Department of Labor Final Rule (“Final Rule”) addressing, among other things, proposed changes to the federal “fluctuating workweek” regulation. The court also dismissed one of the named plaintiffs. Following the court’s decision, the Company filed a Motion to Certify Order for Interlocutory Appeal and Stay the Action, which the court granted in August 2013. Shortly thereafter, the Company filed a Petition for Permission to Appeal with the U.S. Court of Appeals for the Sixth Circuit, which was granted. The appeal has been fully briefed and oral argument is scheduled for December 4, 2014.

In April 2013, plaintiffs in Pennsylvania, New York and New Jersey filed similar lawsuits, alleging violations of their respective state laws. In June 2013, the Company filed Motions to Dismiss in the New York and New Jersey cases. In November 2013, the court in the New York case granted the Motion to Dismiss. In December 2013, the plaintiff in the New York case filed a notice of appeal with the Second Circuit Court of Appeals. The appeal has been fully briefed and oral argument was heard on October 24, 2014. The parties are now awaiting a decision by the Court of Appeals. In April 2014, the plaintiff in the New Jersey case voluntarily dismissed the case and filed an opt in notice in the Ohio case.

In September 2013, the court in the Pennsylvania case ordered the parties to file briefs addressing whether use of the “fluctuating workweek” method violates Pennsylvania law. The plaintiff filed a Motion for Summary Judgment and the Company filed a Motion for Judgment on the Pleadings. In July 2014, the court issued an opinion granting plaintiff’s Motion for Summary Judgment and denying the Company’s Motion for Judgment on the Pleadings. In November 2014, the parties reached a tentative settlement, subject to notice to the putative class and approval by the court. 

The outcome of these cases is uncertain and the ultimate resolution of them could have a material adverse effect on the Company’s consolidated financial statements in the period in which the resolution is recorded.

WinLink SA v. RadioShack: In May 2014, the Company received notice that it had been named in a lawsuit in Greece alleging breach(s) of an agreement purportedly entered into between the Company and a Greek company called WinLink SA.

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The lawsuit claims damages in excess of $5 million. The Company has retained local counsel in Greece to defend the lawsuit. Trial is set for February 2016. In October 2014, the Company filed a notice of arbitration with the American Arbitration Association in New York based on an arbitration provision in the distribution and license agreement between the Company and WinLink. The outcome of this case is uncertain and the ultimate resolution of it could have a material adverse effect on the Company’s consolidated financial statements in the period in which the resolution is recorded.

Singh v. RadioShack; Snyder v. RadioShack:  On November 26, 2014, Manoj Singh filed a putative class action lawsuit against the Company, its Board of Directors, the RadioShack 401(k) Plan Administrative Committee, and related entities and individuals in the United States District Court for the Northern District of Texas, alleging breaches of fiduciary duties under the Employee Retirement Income Security Act (“ERISA”) in connection with the administration of the RadioShack 401(k) Plan and the RadioShack Puerto Rico 1165(e) Plan, specifically with regard to investment by these plans in Company stock.  On December 5, 2014, Jeffrey Snyder filed a similar lawsuit in the same court.  The Company is reviewing the allegations in the Complaints to determine how to proceed.  The outcome of these cases is uncertain and the ultimate resolution of them could have a material adverse effect on the Company’s consolidated financial statements in the period in which the resolution is recorded.

Additional Disclosure: For certain loss contingencies, we are currently able to estimate the reasonably possible loss or range of loss, including reasonably possible loss amounts in excess of our accrual of $4.2 million and we estimate that the aggregate of these amounts could be up to $13.9 million. This amount reflects recent developments in case law that pertain to certain claims currently pending against the Company. Probable and reasonably possible losses that we are currently unable to estimate are not included in this amount. In future periods, we may recognize a loss for all, part, or none of this amount. 

We are currently unable to estimate the reasonably possible loss or range of loss in respect of certain loss contingencies. Some cases remain in an early stage, with few or no substantive legal decisions by the court defining the scope of the claims, the class (if any), or the potential damages. In addition, in some cases we are not able to estimate the amount of the loss, due to a significant unresolved question of law that is expected to have a significant impact on the probability or amount of loss when resolved. As these matters develop and we receive additional information, we may be able to estimate reasonably possible losses or range of loss for these matters.

Our evaluation of our loss contingencies involves subjective assessments, assumptions and judgments, and actual losses incurred in future periods may differ significantly from our estimates. Accordingly, although occasional adverse resolutions may occur and negatively affect our consolidated financial statements in the period of the resolution, we believe that the ultimate resolution of our loss contingencies for which we have not accrued losses will not materially adversely affect our financial condition.

NYSE Delisting Notice: On July 24, 2014, we were notified by the NYSE that the average closing price of our common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price for continued listing on the NYSE under Rule 802.01C of the NYSE Listed Company Manual.

Under NYSE rules, we have six months following receipt of the notification to regain compliance with the minimum share price requirement. We can regain compliance at any time during the six-month cure period if our common stock has a closing share price of at least $1.00 on the last trading day of any calendar month during the period and also has an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or on the last day of the cure period. 

The notice has no immediate impact on the listing of our common stock, which will continue to trade on the NYSE under the symbol “RSH.” We intend to actively monitor the closing price of our common stock and will consider available options to resolve the deficiency and regain compliance with Rule 802.01C of the NYSE Listed Company Manual. On the last trading day of the month and quarter, our common stock closed at $0.92 and had an average closing price for 30 consecutive trading days of $0.92. We have received approval from the NYSE for an extension for compliance until our annual meeting scheduled for June 2, 2015.

If our common stock ultimately were to be delisted for any reason, it could: (1) reduce the liquidity and market price of our common stock and (2) negatively impact our ability to conduct equity financings and access the public capital markets.

NOTE 10 – SEGMENT REPORTING

The U.S. RadioShack company-operated stores segment consists solely of our 4,216 U.S. company-operated retail stores, all operating under the RadioShack brand name. We evaluate the performance of our segments based on operating income, which is defined as sales less cost of products sold and certain direct operating expenses, including labor, rent and occupancy costs. Asset balances by segment have not been included in the table below, as these are managed on a company-wide level and are not fully allocated to segments for management reporting purposes. Amounts in the other category reflect our business activities that are not separately reportable, which include sales to our independent dealers and franchisees, sales

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generated by our Mexican subsidiary and our www.radioshack.com website, sales to commercial customers and sales to other third parties through our global sourcing operations.

Revenue by reportable segment is as follows:

 

 

 

 

Operating loss by reportable segment and the reconciliation to loss from continuing operations before income taxes are as follows:

 

 

 

 

 

 

NOTE 11 – SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

The obligation to pay principal and interest on our 2019 Notes is jointly and severally guaranteed on a full and unconditional basis, subject to customary release provisions, by all of the guarantors under our 2018 Credit Facility. The 2019 Notes are guaranteed by all of our 100%-owned domestic subsidiaries. Refer to Note 5 – “Indebtedness and Borrowing Facilities” included in our Annual Report on Form 10-K for the year ended December 31, 2013, for additional information on the 2019 Notes and the related exchange offer and the 2018 Credit Facility.

The following condensed consolidating financial information represents the financial information of RadioShack, its guarantor subsidiaries and its non-guarantor subsidiaries prepared on the equity basis of accounting. Earnings of subsidiaries are, therefore, reflected in the parent company's investment accounts and earnings. The elimination entries primarily eliminate investments in subsidiaries and intercompany balances and transactions. The non-guarantor subsidiaries are comprised of the foreign subsidiaries of the Company. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the guarantor or non-guarantor subsidiaries operated as independent entities.

Subsequent to the issuance of our consolidated financial statements for year ended December 31, 2013, we identified an immaterial error in the presentation of the Condensed Consolidating Statements of Cash Flows contained in Note 16 - "Supplemental Guarantor Financial Information" in our Annual Report on Form 10-K for the year ended December 31, 2013. The error is related to a $6.3 million adjustment between the Parent and Guarantor Subsidiaries for the proceeds for the sale of a building and fixtures. This adjustment did not have an impact on the consolidated financial statements for the year ended December 31, 2013, for the 39 weeks ended November 1, 2014, or for the nine months ended October 31, 2013.

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Condensed Consolidating Statements of Comprehensive Income (unaudited)

For the 13 Weeks Ended November 1, 2014

 

 

 

 

 

 

 

 

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Condensed Consolidating Statements of Comprehensive Income (unaudited)

For the Three Months Ended October 31, 2013

 

 

 

 

 

 

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Condensed Consolidating Statements of Comprehensive Income (unaudited)

For the 39 Weeks Ended November 1, 2014

 

 

 

 

 

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Condensed Consolidating Statements of Comprehensive Income (unaudited)

For the Nine Months Ended October 31, 2013

 

 

 

 

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Condensed Consolidating Balance Sheets (unaudited)

At November 1, 2014

 

 

 

 

 

 

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Condensed Consolidating Balance Sheets (unaudited)

At February 1, 2014

 

 

 

 

 

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Condensed Consolidating Balance Sheets

At December 31, 2013

 

 

 

 

 

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Condensed Consolidating Statements of Cash Flows (unaudited)

For the 39 Weeks Ended November 1, 2014

 

 

 

Condensed Consolidating Statements of Cash Flows (unaudited)

For the Nine Months Ended October 31, 2013

 

 

 

 

 

 

 

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Note 12 – Subsequent Events

 

On December 1, 2014, the Company received a notice of default and acceleration, dated December 1, 2014 (the “Notice of Default”), from the SCP Agent asserting that events of default have occurred and are continuing under the SCP Credit Agreement. In addition to asserting Events of Default, the Notice of Default also includes a demand by the SCP Agent for the immediate payment in full by the Company of the $250 million term loan outstanding under the SCP Credit Agreement, together with all accrued and unpaid interest thereon (all of which interest that was due on December 1, 2014 having been paid in full on that date) and any other amounts owing to the SCP Lenders thereunder.

The SCP Agent alleges in the Notice of Default that the Company entered into “affiliate” transactions in breach of the provisions of the SCP Credit Agreement by entering into (1) the Recapitalization Agreement, (2) the Loan Sale Agreement, and (3) the First Amendment and the other documents related thereto. See Note 4 – “Restructuring and Impairment,” for further discussion of the agreements.

The SCP Agent also alleges in the Notice of Default that (1) the obligations outstanding under the 2018 Credit Agreement, exceed the amounts that are permitted under the SCP Credit Agreement, (2) the First Amendment breached the SCP Credit Agreement by making conditions that might be satisfied in order for the Company to make payments on account of the obligations under the SCP Credit Agreement more difficult to satisfy, and (3) a ratio of the liquidation value of inventory to the cost of such inventory contained in a borrowing base certificate delivered by the Company under the 2018 Credit Agreement was greater than that which was required to be utilized under the 2018 Credit Agreement and resulted in additional credit being made available to the Company, in each case, in violation of the SCP Credit Agreement.

The SCP Agent alleges in the Notice of Default that the foregoing matters constitute continuing events of default under the SCP Credit Agreement. The Company disagrees with the assertions contained in the Notice of Default that any event of default has occurred. Because we believe the alleged events of default do not exist, we also believe that the demand for the immediate payment of all obligations outstanding under the SCP Credit Agreement does not have any merit and therefore our debt remains recorded as noncurrent. The Company intends to vigorously contest the allegations contained in the Notice of Default.

If it is determined that an event of default has occurred and is continuing under the SCP Credit Agreement, then such event of default would also constitute an event of default under the 2018 Credit Agreement. However, the lenders holding a majority of the loans and commitments under the 2018 Credit Agreement have indicated that they do not currently intend to assert any such event of default under the 2018 Credit Agreement. If the maturity of the obligations outstanding under the SCP Credit Agreement is validly accelerated, then an event of default would occur under the Indenture, dated as of May 3, 2011, by and among the Company, the Guarantors named therein, and Wilmington Trust, National Association, as Trustee, which governs our $325 million of 6.75% Senior Notes. The occurrence of an actual event of default under these other debt arrangements would permit the lenders thereunder (or the agent or trustee acting on their behalf) to declare all amounts outstanding thereunder to become immediately due and payable and to exercise other remedies set forth in the applicable debt documents.

 

 

 

 

 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)

This MD&A section of our Quarterly Report on Form 10-Q discusses our results of operations, liquidity and capital resources and certain factors that may affect our future results of operations. You should read this MD&A in conjunction with our condensed consolidated financial statements and accompanying notes included under Part I, Item 1, of this Quarterly Report, as well as with our Annual Report on Form 10-K for the year ended December 31, 2013. 

In November 2013, our board of directors approved a change in our fiscal year end from December 31 to the Saturday nearest January 31 of each year. The change, which aligns our reporting cycle with the National Retail Federation 4-5-4 fiscal calendar and is expected to provide for more consistent quarter-to-quarter comparisons, is effective for our 2015 fiscal year. Our 2015 fiscal year began on February 2, 2014, and will end January 31, 2015, resulting in a transition period, that began January 1, 2014, and ended February 1, 2014, our 2014 fiscal year. This Form 10-Q includes the unaudited results for the 13 weeks and 39 weeks ended November 1, 2014, and the three and nine months ended October 31, 2013. Prior period information has been recast to the month end dates that most closely align with the new fiscal calendar. The prior period financial statements have not been recast on a 4-5-4 calendar basis, because it was impractical.

Executive Summary

Overall, our sales declined 16.1% including a comparable store sales decline of 13.4% for the 13 weeks ended November 1, 2014, compared to the prior period.

Our third quarter performance continued to be challenged by a weak demand for our consumer electronics and by challenges in our mobility business which was negatively impacted by a lack of inventory of the new handset offerings that launched during the period and aggressive price competition on our current handset choices, as well as carrier incentives for switching networks. The retail platform, the other half of our business, was slightly down for the quarter. Importantly, we saw an improvement in the sales trend of retail product categories, which was driven by new offerings in our stores, new services including our Fix It Here program, the ongoing success of categories such as sound and music accessories, and better inventory positions for higher margin items.

On our efforts to reinvigorate our store experience, we now have more than 130 stores open in our “Interactive Remodel” category – which includes both our concept stores and a larger number of remodeled locations that incorporate the key attributes of the concept stores into an existing location at a more modest capital cost. These stores collectively performed 12 percentage points better than the total chain on a comparable basis, and in the retail segment performed almost 15 percentage points better on a comparable basis. We have also made meaningful progress on revamping our product assortment with new categories, new products and new services.

 

We believe that we are making some progress on our recapitalization plan with the restructuring of some of our existing debt, but we still have additional steps to take in order to successfully complete our turnaround plan. See Note 1 “Basis of Presentation – Liquidity” in the Notes to Condensed Consolidated Financial Statements for further discussion of the recapitalization plan. There is no predetermined outcome to this work and there can be no assurance that we will be able to successfully implement a long-term solution.

 

RESULTS OF OPERATIONS

RadioShack Retail Outlets

The table below shows our retail locations allocated among U.S. and Mexico company-operated stores and dealers/franchisees and other outlets at the following dates:

 

 

 

 

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The following table contains results of operations data for the 13 weeks and 39 weeks ended November 1, 2014, and the three and nine months ended October 31, 2013:

 

 

 

 

 

 

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13 Weeks Ended November 1, 2014, and Three Months Ended October 31, 2013

 

Net Sales and Operating Revenues:

Consolidated net sales and operating revenues are as follows: