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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10 - Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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<TABLE>
<S> <C>
For the Quarter Ended October 31, 1998 Commission File No. 1-6695
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</TABLE>
JO-ANN STORES, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 34-0720629
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 Darrow Road
Hudson, Ohio 44236
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(Address of principal executive offices) (Zip Code)
(330) 656 - 2600
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(Registrant's telephone number)
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Shares of Class A Common Stock outstanding at December 10, 1998:
9,578,955
Shares of Class B Common Stock outstanding at December 10, 1998:
9,479,459
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JO-ANN STORES, INC.
Form 10-Q Index
For the quarter ended October 31, 1998
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements Page Numbers
<S> <C> <C>
Consolidated Balance Sheets as of October 31, 1998 and January 31, 1998 3
Consolidated Statements of Income for the Thirteen and
Thirty-Nine Weeks Ended October 31, 1998 and November 1,
1997 4
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks
Ended October 31, 1998 and November 1, 1997 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
</TABLE>
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEETS
Jo-Ann Stores, Inc.
(Millions of dollars)
<TABLE>
<CAPTION>
(Unaudited)
October 31, January 31,
1998 1998
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<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments $ 22.8 $ 14.8
Inventories 480.1 294.7
Deferred income taxes 28.1 ---
Prepaid expenses and other current assets 23.6 12.6
-------------- --------------
Total current assets 554.6 322.1
Property and equipment, net 152.2 110.0
Goodwill, net 33.2 ---
Other assets 11.0 15.7
-------------- --------------
Total assets $ 751.0 $ 447.8
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 191.8 $ 120.6
Accrued expenses 51.9 32.5
Accrued income taxes --- 10.4
Deferred income taxes --- 1.3
-------------- --------------
Total current liabilities 243.7 164.8
Long-term debt 228.6 24.7
Deferred income taxes 16.6 14.2
Other long-term liabilities 25.6 3.2
Shareholders' equity:
Common stock
Class A 0.5 0.5
Class B 0.5 0.5
Additional paid-in capital 93.0 88.9
Unamortized restricted stock awards (3.5) (3.1)
Retained earnings 164.7 172.2
-------------- --------------
255.2 259.0
Treasury stock, at cost (18.7) (18.1)
-------------- --------------
Total shareholders' equity 236.5 240.9
-------------- --------------
Total liabilities and shareholders' equity $ 751.0 $ 447.8
============== ==============
</TABLE>
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Jo-Ann Stores, Inc.
(Millions of dollars, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-Nine Weeks Ended
--------------------------------- --------------------------------------
October 31, November 1, October 31, November 1,
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Net sales $ 319.7 $ 247.2 $ 824.2 $ 663.5
Cost of goods sold 167.5 132.6 441.6 364.5
Selling, general and administrative expenses 127.6 92.6 341.4 260.7
Depreciation and amortization 6.8 5.3 20.3 15.9
Non-recurring charge 8.4 --- 25.1 ---
--------------- --------------- --------------- ---------------
Operating profit (loss) 9.4 16.7 (4.2) 22.4
Interest expense, net 3.8 1.8 8.1 4.9
--------------- --------------- --------------- ---------------
Income (loss) before income taxes 5.6 14.9 (12.3) 17.5
Income tax provision (benefit) 2.2 5.6 (4.8) 6.6
--------------- --------------- --------------- ---------------
Net income (loss) before extraordinary item 3.4 9.3 (7.5) 10.9
Extraordinary loss on debt prepayment, net of
tax benefit of $.7 million --- --- --- (1.1)
--------------- --------------- --------------- ---------------
Net income (loss) $ 3.4 $ 9.3 $ (7.5) $ 9.8
=============== =============== =============== ===============
Net income (loss) per common share - basic:
Net income (loss) before extraordinary item $ 0.18 $ 0.50 $ (0.40) $ 0.60
Extraordinary loss on debt prepayment --- --- --- (0.06)
Net income (loss) per common share $ 0.18 $ 0.50 $ (0.40) $ 0.53
=============== =============== =============== ===============
Net income (loss) per common share - diluted:
Net income (loss) before extraordinary item $ 0.17 $ 0.47 $ (0.40) $ 0.56
Extraordinary loss on debt prepayment --- --- --- (0.06)
Net income (loss) per common share $ 0.17 $ 0.47 $ (0.40) $ 0.50
=============== =============== =============== ===============
</TABLE>
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Jo-Ann Stores, Inc.
(Millions of dollars)
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
------------------------------------
October 31, November 1,
1998 1997
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<S> <C> <C>
Net cash flows from operating activities:
Net income (loss) $ (7.5) $ 9.8
Extraordinary loss on debt prepayment --- 1.1
-------------- --------------
Net income (loss) before extraordinary item (7.5) 10.9
Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities:
Depreciation and amortization 20.3 15.9
Non-cash portion of non-recurring charge 9.7 ---
Deferred income taxes (8.4) 2.0
Loss on disposal of fixed assets 1.8 0.5
Changes in operating assets and liabilities:
Increase in inventories (143.8) (31.6)
(Increase) decrease in prepaid expenses and other current assets 23.1 (2.2)
Increase in accounts payable 55.8 34.7
Decrease in accrued expenses (18.3) (7.5)
Decrease in accrued income taxes (10.4) (9.7)
-------------- --------------
Net cash provided by (used for) operating activities (77.7) 13.0
Net cash flows from investing activities:
Capital expenditures (55.3) (26.3)
House of Fabrics acquisition, net of cash acquired (23.5) ---
Other, net 4.7 (0.9)
-------------- --------------
Net cash used for investing activities (74.1) (27.2)
Net cash flow from financing activities:
Proceeds from long-term debt 157.4 87.3
Repayment of long-term debt --- (13.9)
Redemption of debentures --- (57.0)
Proceeds from exercise of stock options 2.5 4.2
Issuance of treasury shares 0.8 0.6
Repurchase of common stock (0.8) ---
Other, net (0.1) (0.1)
-------------- --------------
Net cash provided by financing activities 159.8 21.1
-------------- --------------
Net increase in cash 8.0 6.9
Cash and temporary cash investments, at beginning of period 14.8 12.6
-------------- --------------
Cash and temporary cash investments, at end of period $ 22.8 $ 19.5
============== ==============
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 6.8 $ 5.9
Income taxes 11.3 14.2
Acquisition of House of Fabrics:
Fair value of assets acquired, net of cash $ (144.3)
Fair value of liabilities assumed 123.0
--------------
Net cash payment to date (21.3)
Amount payable for shares not yet tendered (2.2)
--------------
Total $ (23.5)
==============
</TABLE>
See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Jo-Ann Stores, Inc.
October 31, 1998, January 31, 1998 and November 1, 1997
Note 1 - Basis of Presentation
The accompanying consolidated financial statements include the accounts
of Jo-Ann Stores, Inc., and its wholly owned subsidiaries (the
"Company") and have been prepared without audit, pursuant to the rules
of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to those rules and regulations, although
the Company believes that the disclosures herein are adequate to make
the information not misleading. The statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (fiscal 1998).
As of October 31, 1998, the Company operated 1,059 retail stores
devoted to sewing, crafting and home decorating needs in 49 states,
under the names of Jo-Ann Fabrics and Crafts and Jo-Ann etc.
The Company's business is seasonal, therefore, earnings or losses for a
particular interim period are not necessarily indicative of full year
results. In the opinion of management, the accompanying consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary for a fair statement of results for the
interim periods.
Note 2 - Acquisition of House of Fabrics, Inc.
On March 9, 1998, the Company acquired, through a cash tender offer,
77.2% of the outstanding common stock of House of Fabrics, Inc. ("HOF")
for $4.25 per share (the "Acquisition"). On April 21, 1998, the merger
of HOF with a wholly-owned subsidiary of the Company was approved at a
special meeting of the shareholders of HOF. As a result, HOF became a
wholly-owned subsidiary of the Company, and all shares of HOF common
stock not already owned by the Company were canceled and converted into
the right to receive $4.25 in cash. The total value of the transaction
was approximately $99.3 million, including the assumption of debt and
other long-term liabilities aggregating $75.8 million. The funds used
to acquire HOF were provided by borrowings under the Credit Facility.
The Acquisition was recorded using the purchase method. Accordingly,
the carrying values of HOF's net assets, including the establishment of
reserves for the costs described below, have been adjusted to their
estimated fair values. The excess of the purchase price paid over the
net identifiable assets and liabilities totaled $33.7 million and is
reported as goodwill, which is being amortized on a straight-line basis
over a 40-year life. Certain estimates, primarily of costs to dispose
of incompatible inventory, close acquired stores, and satisfy related
lease obligations, among other things, may be revised based upon
information that becomes available in the future. However, the effect
of any such revisions on the results of operations for the first three
quarters of fiscal 1999 is not expected to be material. HOF had annual
revenues of approximately $240.0 million and operated 261 fabric and
craft stores in 27 states at the time of the Acquisition. The results
of operations of the 171 HOF stores that will continue in operation
have been included in the Company's consolidated statement of income
since March 9, 1998.
Other long-term liabilities include a $22.5 million income tax
contingency. Prior to the Acquisition, HOF received refunds totaling
$22.5 million pursuant to carrybacks of certain net operating losses on
claims filed for refund with the Internal Revenue Service on Forms
1139. The claims for refund have been examined by the Internal Revenue
Service, and a deficiency notice has been issued. HOF has appealed the
deficiency assessment. To the extent that the Internal Revenue Service
prevails, in whole or in part, with respect to the disallowance of the
loss carryback, the Company will be required to repay the refund
attributable to the disallowance.
Pro forma financial information for the year ended January 31, 1998
related to the Acquisition is included in the Company's fiscal 1998
annual report. Those pro forma results do not include any impact on net
income of the non-recurring charges to integrate HOF. These charges
consist of write-downs of previously existing assets (primarily
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those of closing stores) affected by the Acquisition to estimated net
realizable value, the cost of operating duplicate corporate facilities
during the transition period following the Acquisition, and costs
associated with the remerchandising and remodeling of the acquired
stores. The impact of these charges on the first three quarters of
fiscal 1999 results was $25.1 million before taxes.
Summarized below are the unaudited pro forma combined results of
operations for the periods ended November 1, 1997 of the Company and
HOF as if the Acquisition had occurred as of the beginning of fiscal
1998:
<TABLE>
<CAPTION>
Thirteen Thirty-Nine
Pro Forma Combined (Unaudited) Weeks Ended Weeks Ended
---------------------------------------------- ---------------- ----------------
(Millions of dollars, except per share data)
<S> <C> <C>
Net sales $ 308.7 $ 829.3
Net income $ 9.3 $ 3.4
Earnings per common share:
Basic $ 0.50 $ 0.19
Diluted $ 0.47 $ 0.17
</TABLE>
The pro forma financial information presented is for informational
purposes only and is not necessarily indicative of the operating
results that would have occurred had the Acquisition been consummated
at the beginning of the period presented. In addition, the information
is not intended to be a projection of future results and does not
reflect synergies that may be achieved from combined operations.
Note 3 - Earnings Per Share
Basic earnings per common share are computed by dividing net income by
the weighted average number of shares outstanding during the period.
Diluted earnings per share include the effect of dilutive stock options
under the treasury stock method. The impact of stock options is not
included in the earnings per common share calculation for the
thirty-nine weeks ended October 31, 1998 as it is anti-dilutive. In
addition, the assumed conversion of the Company's 6 1/4% Convertible
Subordinated Debentures, which were outstanding until June 30, 1997
(see Note 4), is not included in the diluted earnings per common share
calculations for the thirty-nine weeks ended November 1, 1997 because
it is anti-dilutive.
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The following table presents information necessary to calculate basic
and diluted earnings per common share for the periods presented
(amounts in millions).
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
-------------------------------------------------------------------
OCTOBER 31, NOVEMBER 1, OCTOBER 31, NOVEMBER 1,
1998 1997 1998 1997
--------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
BASIC EARNINGS PER COMMON SHARE:
Weighted average shares outstanding 19.0 18.5 18.9 18.3
=============== ============== ============== ==============
DILUTED EARNINGS PER COMMON SHARE:
Weighted average shares outstanding 19.0 18.5 18.9 18.3
Incremental shares from assumed exercise of
stock options 0.8 1.3 --- 1.3
--------------- -------------- -------------- --------------
19.8 19.8 18.9 19.6
=============== ============== ============== ==============
</TABLE>
Note 4 - Convertible Subordinated Debentures
On June 30, 1997, the Company redeemed all of its outstanding 6 1/4%
Convertible Subordinated Debentures due March 1, 2002 at a price of
101.785 percent of principal. In the second quarter of fiscal 1998, the
Company recorded an extraordinary loss, net of taxes of $1.1 million or
$0.06 per share, consisting of the redemption premium, unamortized
debenture issuance costs and other related expenses.
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
On March 9, 1998, the Company acquired, through a cash tender offer,
77.2% of the outstanding common stock of House of Fabrics, Inc. ("HOF") for
$4.25 per share. On April 21, 1998, the merger of HOF with a wholly-owned
subsidiary of the Company was approved at a special meeting of the shareholders
of HOF. See Note 2 of Notes to Consolidated Financial Statements for further
discussion of the Acquisition.
The Company's business exhibits seasonality which is typical for most
retail companies, with much stronger sales in the second half of the year than
the first half of the year. In general, net earnings are highest during the
months of September through December when sales volumes provide significant
operating leverage. Conversely, net earnings are substantially lower during the
relatively low-volume sales months of January through August. Capital
requirements needed to finance the Company's operations fluctuate during the
year and reach their highest levels during the second and third fiscal quarters
as the Company increases its inventory in preparation for its peak selling
season.
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED OCTOBER 31, 1998 VS. NOVEMBER 1, 1997
Net sales for the third quarter of fiscal 1999 increased 29.3 percent,
or $72.5 million, compared to the third quarter of fiscal 1998. Of this
increase, $52.4 million was attributable to the HOF stores. Excluding the impact
of the HOF stores, sales increased 8.1 percent, or $20.1 million, compared to
the third quarter of fiscal 1998. The majority of the sales growth (excluding
HOF) was generated by the increase in the number of Jo-Ann etc stores, the
Company's 46,000 square foot megastore format (22 stores in fiscal 1999 versus
five stores in fiscal 1998). Comparable store sales increased 3.9 percent for
the third quarter of fiscal 1999 over the same quarter a year earlier in which
comparable store sales increased 4.4 percent.
Gross profit increased $37.6 million in the third quarter of fiscal
1999, compared to the same period of fiscal 1998. As a percent of net sales,
fiscal 1999 third quarter gross profit was 47.6 percent, an increase of 1.2
percentage points from the same quarter a year earlier. The gross profit margin
percent improvement resulted primarily from improvements in shrink as pricing to
consumers and product costs were relatively constant between quarters. Higher
freight costs, due to the increased level of inventory handled during the
quarter but also due to a higher proportion of stores operating on the West
Coast, were partially offset by increased vendor support in the form of quantity
discounts and new store allowances.
Selling, general and administrative expenses, excluding non-recurring
charges, were 39.9 percent of net sales in the third quarter of fiscal 1999, an
increase of 2.4 percentage points from the same quarter of fiscal 1998. The
increase, as a percent of sales, consisted primarily of increases in
distribution service center expenses due to the higher level of inventory
processed, store pre-opening costs, and systems development and Year 2000
compliance expenses.
Depreciation and amortization expense for the third quarter of fiscal
1999 increased $1.5 million compared to the same period of fiscal 1998. Of this
increase, $1.3 million was due to the Acquisition.
During the third quarter of fiscal 1999, the Company incurred a
non-recurring charge of $8.4 million pretax ($5.1 million on an after-tax basis)
related to the Acquisition. During the first three quarters of fiscal 1999, the
Company incurred a non-recurring charge of $25.1 million pretax ($15.3 million
on an after-tax basis) related to the Acquisition. The Company had expected to
incur non-recurring charges associated with the integration of HOF of
approximately $25 million to $30 million pretax ($15 million to $18 million on
an after-tax basis). These charges consisted of write-downs of existing assets
(primarily those of closing stores) affected by the Acquisition to estimated net
realizable value, the cost of operating duplicate corporate facilities during
the transition period following the Acquisition, and costs associated with the
remerchandising and remodeling of the acquired stores. The planned integration
events have been substantially
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completed at the end of the third quarter and the Company anticipates minimal
related expenses in the fourth quarter of fiscal 1999.
Interest expense for the third quarter of fiscal 1999 increased $2.0
million compared to the third quarter of fiscal 1998 due to higher debt levels,
resulting from the Acquisition and increased inventory levels.
The Company's effective income tax rate was 39.0 percent for the third
quarter of fiscal 1999 compared to 37.5 percent for the third quarter of fiscal
1998. The effective tax rate was increased to allow for anticipated higher state
income tax expense and the impact of nondeductible amortization of goodwill from
the Acquisition.
The net income for the third quarter of fiscal 1999, excluding the
after-tax effect of the non-recurring charge, was $8.5 million, or $0.43 per
share (diluted), compared to net income of $9.3 million, or $0.47 per share
(diluted), for the same quarter a year earlier.
THIRTY-NINE WEEKS ENDED OCTOBER 31, 1998 VS. NOVEMBER 1, 1997
Net sales for the first three quarters of fiscal 1999 increased 24.2
percent, or $160.7 million, compared to the first three quarters of fiscal 1998.
Of this increase, $114.1 million was attributable to the HOF stores. Excluding
the impact of HOF stores, sales increased 7.0 percent, or $46.6 million,
compared to the same period in the prior year. The majority of the sales growth
(excluding HOF) was generated by the increase in the number of Jo-Ann etc
stores. Comparable store sales increased 2.2 percent in the first three quarters
of fiscal 1999 over the same period a year earlier in which comparable store
sales increased 4.9 percent.
Gross profit increased $83.6 million in the first three quarters of
fiscal 1999, compared to the same period of fiscal 1998. As a percent of net
sales, gross profit for the first three quarters of fiscal 1999 was 46.4
percent, an increase of 1.3 percentage points from the same period a year
earlier. The gross profit margin percent improvement resulted primarily from
reduced markdowns on seasonal and clearance merchandise, improvements in shrink
and increased quantity and new store discounts, partially offset by higher
freight costs.
Selling, general and administrative expenses, excluding non-recurring
charges, were 41.4 percent of net sales in the first three quarters of fiscal
1999, an increase of 2.1 percentage points from the same period a year earlier.
The increase, as a percent of sales, consisted primarily of increases in
distribution service center expenses, store pre-opening costs, and systems
development and Year 2000 compliance expenses.
Depreciation and amortization expense for the first three quarters of
fiscal 1999 increased $4.4 million compared to the same period of fiscal 1998.
Of this increase, $2.3 million was due to the Acquisition and the balance of the
increase was attributable primarily to store capital expenditures for
traditional Jo-Ann stores and Jo-Ann etc stores.
Interest expense for the first three quarters of fiscal 1999 increased
$3.2 million compared to the first three quarters of fiscal 1998 due to higher
debt levels, resulting from the Acquisition and increased inventory levels.
The Company's effective income tax rate was 39.0 percent for the first
three quarters of fiscal 1999 compared to 37.5 percent for the same period in
the prior year. The effective tax rate was increased to allow for anticipated
higher state income tax expense and the impact of non-deductible amortization of
goodwill from the Acquisition.
The net income for the first three quarters of fiscal 1999, excluding
the after-tax effect of the non-recurring charge, was $7.8 million, or $0.41 per
share (diluted), compared to net income (before extraordinary item) of $10.9
million, or $0.56 per share (diluted), for the same period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
The Company used $77.7 million of cash for operating activities in the
first three quarters of fiscal 1999 compared to $13.0 million of cash provided
by operating activities in the first three quarters of the prior year. The $90.7
million incremental use of cash for operating activities was invested primarily
in inventory. Inventories, net of trade support, increased $88.0 million in the
first three quarters of fiscal 1999. This increase was due to the opening of 15
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additional Jo-Ann etc stores, remerchandising the HOF locations with a denser
mix of inventory per square foot, and higher levels of inventory in the
distribution service center for seasonal and holiday merchandise.
Capital expenditures were $55.3 million for the first three quarters of
fiscal 1999 as compared to $26.3 million for the same period of fiscal 1998. For
the full year of fiscal 1999, capital expenditures are expected to be
approximately $85.0 million as compared to $36.6 million in the prior year. The
higher level of anticipated capital expenditures is related to an increased
number of Jo-Ann etc openings (17 planned for fiscal 1999 versus six opened in
fiscal 1998), installation of enterprise-wide management information systems and
the remodeling of approximately 171 HOF stores. During the first three quarters
of fiscal 1999, the Company opened 15 Jo-Ann etc megastores and 11 traditional
Jo-Ann stores, relocated 15 traditional stores, and closed 42 smaller or
under-performing stores. During the third quarter, the Company completed all of
the remodeling of the HOF stores. For the balance of fiscal 1999, the Company
expects to open approximately seven new stores (including two Jo-Ann etc
formats), to relocate five stores, and to close approximately six smaller
stores.
The Company has an unsecured $250.0 million five-year revolving credit
agreement (the "Credit Facility") with a group of banks that expires on January
31, 2003. The Company may borrow up to a maximum of $280.0 million ($315.0
million for the period September 4, 1998 through November 30, 1998) by utilizing
funds available under the Credit Facility and other lines of credit. As of
October 31, 1998, the Company had borrowings of $228.6 million under the Credit
Facility and other lines of credit. The Company continues to maintain excellent
vendor and banking relationships and believes it has sufficient resources,
including unused credit facilities, to meet its operating needs for fiscal 1999.
YEAR 2000
The "Year 2000 Issue" refers to the inability of computers and related
software to correctly interpret and process Year 2000 dated transactions. The
software problem results from a memory-saving practice of using two digits
instead of four to denote years in a program. Computer systems that are not Year
2000 compliant may not be able to be relied upon to process data accurately for
transactions dated after the year 1999.
The Company has developed plans to address possible exposures related
to the impact on its computer systems of the Year 2000 Issue. Significant
financial and operations systems have been assessed and detailed plans have
been developed to modify or replace the affected systems. Any replaced systems
will be part of a significantly larger project of implementing an
enterprise-wide system over the next several years at a total cost of
approximately $30 million. The enterprise-wide systems project is expected to
fully integrate financial and operations systems, creating increased
reliability and usefulness of Company data in addition to addressing Year 2000
issues. Expenditures for modifying existing software to address Year 2000
issues were approximately $1.2 million in the first three quarters of fiscal
1999, approximately $0.5 million during fiscal 1998 and are estimated to total
$2.5 million. Maintenance and modification costs will be expensed as incurred,
while the costs of new information technology will be capitalized and amortized
in accordance with Company policy and generally accepted accounting principles.
The Company expects that it will be able to modify or replace the affected
systems in time to avoid any material disruption to its operations; however,
unforseen development or delays could cause this expectation to change. The
planned modification of existing systems was approximately 85 percent complete
as of October 31, 1998. In the event that the Company fails to meet significant
internal conversion deadlines, a contingency plan will be developed. The
Company has also communicated with its key suppliers to identify the nature and
potential impact of issues presented by the Year 2000 on the businesses of such
suppliers. Management is not presently aware of any supplier-related issue
presented by the Year 2000 that is likely to have a material impact on the
Company. In the first half of fiscal 2000, any supplier related issues and
other external risks will be evaluated and contingency plans will be developed
as necessary. There can be no assurances that the systems or products of third
parties on which the Company relies will be timely converted or that a failure
by a third party, or a conversion that is incompatible with the Company's
systems, would not have a material adverse effect.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this report that are not historical
facts are forward-looking statements that are subject to certain risks and
uncertainties. When used herein, the terms "anticipates," "plans," "estimates,"
"expects," "believes," and similar expressions as they relate to the Company or
its management are intended to identify such
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forward-looking statements. The Company's actual results, performance or
achievements may materially differ from those expressed or implied in the
forward-looking statements. Risks and uncertainties that could cause or
contribute to such material differences include, but are not limited to, changes
in customer demand, changes in trends in the fabric and craft industry, changes
in the competitive pricing for products, the impact of competitor store openings
and closings, the availability of acceptable store locations, the availability
of merchandise, the Company's ability to successfully integrate HOF stores into
its operations, the ability to address internal and external Year 2000 issues,
and general economic conditions.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
None.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
None.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
The Company's proxies for its 1999 Annual Meeting of Shareholders will
confer discretionary authority to vote on any matter if the Company
does not receive written notice of such matter by March 23, 1999.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
No exhibits are filed with this report.
b) Reports on Form 8-K
No reports on Form 8-K were filed during the 13-week period
ended October 31, 1998.
Page 13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C>
JO-ANN STORES, INC.
DATE: December 15, 1998 /s/ Alan Rosskamm
----------------------------------------------------------
By: Alan Rosskamm
Chairman, President and Chief Executive Officer
/s/ Brian P. Carney
----------------------------------------------------------
By: Brian P. Carney
Executive Vice President and Chief Financial Officer
</TABLE>
Page 14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-30-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> OCT-31-1998
<CASH> 22,800
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 480,100
<CURRENT-ASSETS> 554,600
<PP&E> 252,500
<DEPRECIATION> 100,300
<TOTAL-ASSETS> 751,000
<CURRENT-LIABILITIES> 243,700
<BONDS> 228,600
0
0
<COMMON> 1,000
<OTHER-SE> 235,500
<TOTAL-LIABILITY-AND-EQUITY> 751,000
<SALES> 824,200
<TOTAL-REVENUES> 824,200
<CGS> 441,600
<TOTAL-COSTS> 828,400
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,100
<INCOME-PRETAX> (12,300)
<INCOME-TAX> (4,800)
<INCOME-CONTINUING> (7,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,500)
<EPS-PRIMARY> (0.40)
<EPS-DILUTED> (0.40)
</TABLE>
