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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
FOR THE QUARTERLY PERIOD ENDED OCTOBER 28, 2000
COMMISSION FILE NO. 1-6695
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JO-ANN STORES, INC.
(Exact name of Registrant as specified in its charter)
OHIO 34-0720629
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5555 DARROW ROAD, HUDSON, OHIO 44236
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (330) 656-2600
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate 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 8, 2000: 9,332,733
Shares of Class B Common Stock outstanding at December 8, 2000: 8,842,623
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JO-ANN STORES, INC.
FORM 10-Q INDEX
FOR THE QUARTER ENDED OCTOBER 28, 2000
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<TABLE>
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Page Numbers
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PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of October 28, 2000 and January 29, 2000 3
Consolidated Statements of Operations for the Thirteen and Thirty-Nine Weeks
Ended October 28, 2000 and October 30, 1999 4
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks
Ended October 28, 2000 and October 30, 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JO-ANN STORES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED)
OCTOBER 28, JANUARY 29,
2000 2000
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(MILLIONS OF DOLLARS,
EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments $ 27.4 $ 21.4
Inventories 572.8 458.9
Deferred income taxes 15.6 8.9
Prepaid expenses and other current assets 18.4 18.8
-------------- --------------
Total current assets 634.2 508.0
Property, equipment and leasehold improvements, net 191.9 194.7
Goodwill, net 27.4 36.3
Other assets 22.1 18.0
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Total assets $875.6 $757.0
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $228.1 $149.6
Other current liabilities 49.6 58.5
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Total current liabilities 277.7 208.1
Long-term debt 296.7 245.2
Deferred income taxes 29.1 22.4
Other long-term liabilities 4.2 11.8
Shareholders' equity:
Common stock
Class A, stated value $0.05 per share; issued and outstanding
9,320,725 and 8,987,036, respectively 0.6 0.5
Class B, stated value $0.05 per share; issued and outstanding
8,842,998 and 8,857,853, respectively 0.5 0.5
Additional paid-in capital 99.3 97.9
Unamortized restricted stock awards (1.4) (2.1)
Retained earnings 207.2 211.5
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306.2 308.3
Treasury stock, at cost (38.3) (38.8)
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Total shareholders' equity 267.9 269.5
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Total liabilities and shareholders' equity $875.6 $757.0
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See notes to consolidated financial statements
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JO-ANN STORES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
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OCTOBER 28, OCTOBER 30, OCTOBER 28, OCTOBER 30,
2000 1999 2000 1999
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(MILLIONS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
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Net sales $362.5 $347.1 $986.9 $925.2
Cost of sales 190.3 177.6 527.0 487.2
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Gross margin 172.2 169.5 459.9 438.0
Selling, general and administrative expenses 148.2 140.4 414.0 387.6
Depreciation and amortization 9.6 8.2 28.4 23.5
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Operating profit 14.4 20.9 17.5 26.9
Interest expense 7.9 7.6 21.1 18.7
------------------------------ -----------------------------
Income (loss) before income taxes 6.5 13.3 (3.6) 8.2
Income tax provision (benefit) 2.4 5.0 (1.4) 3.1
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Income (loss) before equity loss 4.1 8.3 (2.2) 5.1
Equity loss from minority investment (1.1) -- (2.1) --
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Net income (loss) $ 3.0 $ 8.3 $ (4.3) $ 5.1
============================== =============================
Net income (loss) per common share:
Basic $ 0.16 $ 0.46 $(0.24) $ 0.28
============================== =============================
Diluted $ 0.16 $ 0.45 $(0.24) $ 0.27
============================== =============================
Weighted average shares outstanding (millions):
Basic 18.1 18.0 18.0 18.3
============================== =============================
Diluted 18.1 18.3 18.0 18.7
============================== =============================
</TABLE>
See notes to consolidated financial statements
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JO-ANN STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
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OCTOBER 28, OCTOBER 30,
2000 1999
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(MILLIONS OF DOLLARS)
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Net cash flows from operating activities:
Net income (loss) $ (4.3) $ 5.1
Adjustments to reconcile net income (loss) to net cash used for
operating activities:
Depreciation and amortization 28.4 23.5
Equity loss from minority investment 2.1 --
Other 1.0 (1.9)
Changes in operating assets and liabilities:
Increase in inventories (113.9) (142.2)
Decrease in prepaid expenses and other current assets 0.4 5.0
Increase in accounts payable 78.5 40.8
Increase (decrease) in other current liabilities (5.9) 13.1
Settlement of income tax contingency (3.5) (16.1)
Other, net 1.1 0.5
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Net cash used for operating activities (16.1) (72.2)
Net cash flows used for investing activities:
Capital expenditures (26.5) (45.3)
Minority investment (6.5) --
Other, net 1.0 1.9
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Net cash used for investing activities (32.0) (43.4)
Net cash flow provided by financing activities:
Net borrowings (repayments) of long-term debt 51.5 (3.1)
Net proceeds from issuance of senior subordinated notes -- 142.9
Purchase of common stock for treasury -- (18.7)
Other, net 2.6 2.0
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Net cash provided by financing activities 54.1 123.1
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Net increase in cash 6.0 7.5
Cash and temporary cash investments at beginning of period 21.4 20.4
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Cash and temporary cash investments at end of period $ 27.4 $ 27.9
================ ================
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 16.7 $ 8.8
Income taxes, net of refunds 5.7 (6.2)
</TABLE>
See notes to consolidated financial statements
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JO-ANN STORES, INC.
NOTE 1 - BASIS OF PRESENTATION
Jo-Ann Stores, Inc. (the "Company"), an Ohio corporation, is a fabric and
craft retailer operating 1,022 retail stores in 49 states at October 28, 2000.
The 967 traditional and 55 superstores feature a broad line of apparel,
quilting, craft and home decorating fabrics and sewing-related products, floral,
crafting, framing, seasonal and home decorating products.
The consolidated financial statements include the accounts of the Company
and its subsidiaries 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 accounting principles generally accepted in the United States 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. Certain amounts in the fiscal 2001 interim financial
statements have been reclassified in order to conform to the current year
presentation. 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 29, 2000.
Typical of most retail companies, the Company's business is highly seasonal
with the majority of revenues and operating profits generated in the second half
of the fiscal year; therefore, earnings or losses for a particular interim
period are not indicative of full year results. In the opinion of management,
the consolidated financial statements contain all adjustments (consisting only
of normal recurring accruals) necessary for a fair statement of results for the
interim periods presented.
NOTE 2 - 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. If applicable,
diluted earnings per share include the effect of the assumed exercise 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 28, 2000, as it is anti-dilutive.
NOTE 3 - MINORITY INVESTMENT
On June 6, 2000, the Company announced that it had entered into a strategic
relationship with IdeaForest.com, Inc. ("IdeaForest"), an on-line destination
site for arts and crafts merchandise, creative ideas, advice and supplies.
IdeaForest, which operates as an independent entity, brings on-line selling
capability and enriched content and community features to the Company's
joann.com website. The Company invested $6.5 million in IdeaForest, which,
combined with the Company's contribution of strategic assets, entitled the
Company to a 28.5% ownership interest, with the ability to increase its future
ownership percentage through the vesting and exercise of warrants. The
investment in IdeaForest is accounted for using the equity method. Through the
third quarter of fiscal 2001, the Company recorded an equity loss of $2.1
million related to this minority investment.
As part of the strategic relationship, IdeaForest is responsible for all
content and technology support to the joann.com website. The Company provides
product to the site, with customer fulfillment and service being handled by
IdeaForest.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THE THIRTEEN WEEKS ENDED OCTOBER 28, 2000 AND OCTOBER 30, 1999
Net sales for the third quarter of fiscal 2001 increased 4.4%, or $15.4
million, to $362.5 million from $347.1 million in the prior year. The sales
increase was attributable to a greater number of superstores in operation.
During the third quarter of fiscal 2001, we operated 55 superstores versus 35
superstores in the year ago period. Sales from stores open one year or more
("same-store sales") decreased 0.4%, or $1.3 million, for the third quarter of
fiscal 2001 compared to a same-store sales increase of 4.7% for the prior year
third quarter. The reduction in same-store sales increases from the prior year
was attributable to sales softness experienced due to out-of-stock issues
related to our recent systems conversion and general economic conditions.
On November 30, 2000, we announced that sales for the month of November
increased 4.0% to $159.9 million from $153.8 million for the same period last
year. Same-store sales increased 0.5% for the month. We also announced that,
based on the November sales performance and our expectation that same-store
sales trends for December and January will be flat to slightly positive compared
with sales for these months in the prior year, fourth quarter earnings would be
less than the prior year fourth quarter. Our ability to attain our earnings
forecast for the fourth quarter is predicated on, among other things, achieving
the sales performance indicated above.
Gross margin increased $2.7 million compared to the year earlier period. As
a percent of net sales, gross margin was 47.5% for the third quarter of fiscal
2001, a decrease of 130 basis points from 48.8% for the same quarter a year
earlier. The decrease in margin rate between quarters was primarily due to
higher freight costs resulting from higher fuel costs, coupled with higher
shrink due to a leveling off of historical shrink improvement trends. Pricing to
our customers and from our vendor community remained relatively consistent
between quarters.
Selling, general and administrative expenses were 40.9% of net sales for
the third quarter of fiscal 2001, an increase of 50 basis points from 40.4% for
the same quarter of fiscal 2000. The increase was due to higher store expenses,
primarily store payroll and occupancy, as a percent of sales. The increase in
store expenses was partially offset by improved leverage in distribution center
handling costs.
Depreciation and amortization expense increased $1.4 million to $9.6
million from $8.2 million. We began depreciating the cost of our SAP Retail
project in April 2000, adding approximately $1.2 million in incremental
depreciation expense for the third quarter of fiscal 2001.
Operating profit for the third quarter of fiscal 2001 was $14.4 million,
compared to operating profit of $20.9 million for the third quarter of fiscal
2000.
Interest expense increased $0.3 million to $7.9 million from $7.6 million
in the third quarter of fiscal 2000. This increase was primarily due to higher
average borrowing rates under the senior credit facility. Average borrowings
were $295.4 for the current quarter versus $318.6 in the prior year.
Our effective income tax rate of 38.0% for the third quarter of fiscal 2001
was consistent with the rate for the third quarter of fiscal 2000.
Net income for the third quarter of fiscal 2001 was $3.0 million, or $0.16
per diluted share, compared to net income of $8.3 million, or $0.45 per diluted
share, for the prior year third quarter. During the third quarter of fiscal
2001, we recorded an equity loss from our minority investment in IdeaForest of
$1.1 million, or $0.06 per diluted share.
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COMPARISON OF THE THIRTY-NINE WEEKS ENDED OCTOBER 28, 2000 AND OCTOBER 30, 1999
Net sales for the first three quarters of fiscal 2001 increased 6.7%, or
$61.7 million, to $986.9 million from $925.2 million in the prior year.
Same-store sales increased 1.8%, or $16.0 million, for the first three quarters
of fiscal 2001 compared to a same-store sales increase of 4.6% for the same
period of fiscal 2000. Same-store sales from softlines increased 0.5%, while
same-store sales in hardlines increased 4.4%. The remaining sales increase was
attributable to a greater number of superstores in operation.
Gross margin increased $21.9 million compared to the year earlier period.
As a percent of net sales, gross margin was 46.6% for the first three quarters
of fiscal 2001, a decrease of 70 basis points from 47.3% for the same reasons
listed in the discussion of the third quarter's results.
Selling, general and administrative expenses for the first three quarters
of fiscal 2001 were consistent with the prior year at 41.9% of net sales. These
rates reflect lower distribution costs, as a percent of sales, offset by higher
store payroll costs.
Depreciation and amortization expense for the first three quarters of
fiscal 2001 increased $4.9 million to $28.4 million from $23.5 million for the
same period of fiscal 2000 due to capital expenditures in the current and prior
year. We began depreciating the cost of our SAP Retail project in April 2000,
adding approximately $2.7 million in incremental depreciation expense for the
first three quarters of fiscal 2001.
Operating profit for the first three quarters of fiscal 2001 was $17.5
million, compared to $26.9 million for the first three quarters of fiscal 2000.
Interest expense increased $2.4 million to $21.1 million from $18.7 million
in the first three quarters of fiscal 2000. This increase was primarily
attributable to a higher effective borrowing rate between years. The increase in
the effective borrowing rate is related to the issuance of the 10 3/8% senior
subordinated notes which occurred at the beginning of the second quarter of
fiscal 2000 coupled with an increase in the London Interbank Offered Rate
("LIBOR") base on our senior credit facility. The rate increase was partially
offset by a $1.0 million favorable adjustment to interest expense resulting from
the settlement of an income tax liability. For further discussion, see
Settlement of House of Fabrics Tax Liability under the Liquidity and Capital
Resources section of this document. Average borrowings were $270.0 million for
the first three quarters of fiscal 2001 versus $267.0 million for the first
three quarters of fiscal 2000.
Our effective income tax rate of 38.0% for the first three quarters of
fiscal 2001 was consistent with the rate for the first three quarters of fiscal
2000.
Net loss for the first three quarters of fiscal 2001 was $4.3 million, or
$0.24 per diluted share, compared to net income of $5.1 million, or $0.27 per
diluted share, for the first three quarters of the prior year. During the first
three quarters of fiscal 2001, we recorded an equity loss from our minority
investment in IdeaForest of $2.1 million, or $0.12 per diluted share. Including
internal e-commerce support expenses, we have recognized a total loss for the
first three quarters of fiscal 2001 related to this strategic relationship of
$0.19 per diluted share.
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LIQUIDITY AND CAPITAL RESOURCES
Cash, including temporary cash investments, increased $6.0 million during
the first three quarters of fiscal 2001 to $27.4 million as of October 28, 2000.
Net cash used for operating activities was $16.1 million in the first three
quarters of fiscal 2001, compared to net cash used for operating activities of
$72.2 million in the first three quarters of fiscal 2000. Inventories, net of
payables support, increased $35.4 million, compared with an increase of $101.4
million in the first three quarters of the prior year, primarily due to tight
control of purchases in the current year resulting in an improved payables
support ratio.
Net cash used for investing activities for the first three quarters of
fiscal 2001 totaled $32.0 million compared to $43.4 million in the first three
quarters of fiscal 2000. Capital expenditures were $26.5 million during the
first three quarters of fiscal 2001, of which $18.2 million represented
investment in new stores and upgrades through relocation or expansion of our
existing store base. During the first three quarters of fiscal 2001, we opened
13 superstores and two traditional stores, relocated or expanded eight
traditional stores and closed 19 smaller or under-performing traditional stores.
During November, we opened three superstores and closed one traditional store.
For the balance of the fourth quarter of fiscal 2001, we expect to relocate or
expand one traditional store and to close 16 smaller traditional stores. We have
no material commitments in connection with these planned capital expenditures.
We also spent $3.8 million in the first three quarters of fiscal 2001 on
capitalizable systems technology, of which $3.1 million related to the
installation of SAP Retail, which is part of the enterprise-wide system
implementation initiated in fiscal 1999. SAP Retail, which replaced
substantially all of our existing merchandising systems, became fully
operational in March 2000. The total cost of the enterprise-wide system
implementation was approximately $32.6 million, virtually all of which had been
spent as of the end of the first quarter of fiscal 2001.
Excluding our planned West Coast distribution facility, our total capital
expenditures are expected to approximate $40.0 million in fiscal 2001. We expect
funds for these expenditures to come from borrowings under our senior credit
facility and cash generated internally. Construction began on our West Coast
distribution facility in June 2000, and the facility is expected to become
operational in the second quarter of next year. We completed operating-lease
financing for this project in the second quarter of fiscal 2001.
We may borrow up to a maximum of $330.0 million under our senior credit
facility by utilizing funds available under the facility and other available
lines of credit. Interest on borrowings under the senior credit facility is
calculated at an applicable margin over LIBOR. The applicable margin, as well as
the facility fee on the commitment amount, is based on the achievement of
specified ranges of certain financial covenants. Currently, our interest on
borrowings is equal to LIBOR plus 200 basis points, and the annual facility fee
is equal to 50 basis points. As of October 28, 2000, we had $146.7 million of
debt outstanding under the senior credit facility, not including $58.4 million
of letters of credit.
We believe that our senior credit facility, coupled with cash on hand and
from operations, will be sufficient to cover our working capital, capital
expenditure and debt service requirement needs for the foreseeable future.
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Minority Investment
On June 6, 2000, we announced the formation of a strategic relationship
with IdeaForest, an on-line destination site for arts and crafts merchandise,
other creative ideas, advice and supplies.
In June 2000, under the terms of the relationship, we made a cash
investment of $6.5 million in IdeaForest, which, combined with our contribution
of strategic assets, entitled us to a 28.5% ownership interest in IdeaForest,
with the ability to increase our future ownership percentage through the vesting
and exercise of warrants. The investment in IdeaForest is accounted for using
the equity method.
Settlement of House of Fabrics Tax Liability
During the third quarter of fiscal 2001, we settled a contingent income tax
liability of $22.5 million assumed during the acquisition of House of Fabrics
("HOF"). The income tax contingency and accrued interest was recorded at $26.9
million as of the acquisition date. On October 20, 2000, this issue was settled
with the Internal Revenue Service ("IRS") for $19.6 million ($14.7 million of
tax liability and $4.9 million of accrued interest). Of this total settlement,
$16.1 million of the liability was paid in the prior year in the form of a
deposit payment (cash bond) to the IRS; the remaining $3.5 million was paid
during the third quarter of fiscal 2001. As a result of the settlement of this
liability, goodwill recorded in connection with the HOF acquisition was reduced
by $8.2 million. We will reduce goodwill amortization on a prospective basis
beginning in the fourth quarter of fiscal 2001.
SEASONALITY AND INFLATION
Our business exhibits seasonality, which is typical for most retail
companies. Our sales are much stronger in the second half of the year than the
first half of the year. Net earnings are highest during the months of September
through December when sales volumes provide significant operating leverage.
Capital requirements needed to finance our operations fluctuate during the year
and reach their highest levels during the second and third fiscal quarters as we
increase our inventory in preparation for our peak selling season.
We believe that inflation has not had a significant effect on net sales or
on net income. There can be no assurance, however, that our operating results
will not be affected by inflation in the future.
RECENT ACCOUNTING PRONOUNCEMENTS
We are required to adopt Statement of Financial Accounting Standards No.
133 "Accounting for Derivative Instruments and Hedging Activities" in fiscal
2002. Under the provisions of this statement, we will be required to record all
derivatives on the balance sheet at fair value and to follow special accounting
rules for the different types of hedges. We do not expect the implementation of
this standard to have a material impact on our financial position or results of
operations.
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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 us are intended
to identify such forward-looking statements. Our 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, general
economic conditions, changes in customer demand, changes in trends in the fabric
and craft industry, seasonality, our failure to manage our growth, loss of key
management, the availability of merchandise, changes in the competitive pricing
for products, the net impact of the joann.com strategic relationship with
IdeaForest, and the impact of competitor store openings and closings.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See our disclosures in our Annual Report on Form 10-K for the fiscal year
ended January 29, 2000.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) EXHIBITS
See the Exhibit Index on page 14 of this report.
b) REPORTS ON FORM 8-K
Not Applicable.
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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.
JO-ANN STORES, INC.
DATE: December 12, 2000 /S/ ALAN ROSSKAMM
-------------------------
By: Alan Rosskamm
President and Chief Executive Officer
/S/ BRIAN P. CARNEY
-------------------------
By: Brian P. Carney
Executive Vice President and Chief
Financial Officer
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JO-ANN STORES, INC.
FORM 10-Q FOR THE THIRTEEN AND THIRTY-NINE WEEK PERIODS ENDED OCTOBER 28, 2000
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
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10.1 Amendment No. 4 to Credit Agreement dated as of May 5, 1999 15
27 Financial Data Schedule
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