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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 QUARTER ENDED APRIL 29, 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 June 9, 2000: 9,181,215
Shares of Class B Common Stock outstanding at June 9, 2000: 8,844,248
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JO-ANN STORES, INC.
FORM 10-Q INDEX
FOR THE QUARTER ENDED APRIL 29, 2000
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements (Unaudited) Page Numbers
<S> <C>
Consolidated Balance Sheets as of April 29, 2000 and
January 29, 2000 3
Consolidated Statements of Income for the Thirteen Weeks
Ended April 29, 2000 and May 1, 1999 4
Consolidated Statements of Cash Flows for the Thirteen
Weeks Ended April 29, 2000 and May 1, 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
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
</TABLE>
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
JO-ANN STORES, INC.
<TABLE>
<CAPTION>
(UNAUDITED)
APRIL 29, JANUARY 29,
2000 2000
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(MILLIONS OF DOLLARS,
ASSETS EXCEPT SHARE AND PER SHARE DATA)
Current assets:
<S> <C> <C>
Cash and temporary cash investments $ 20.7 $ 21.4
Inventories 461.9 458.9
Deferred income taxes 8.9 8.9
Prepaid expenses and other current assets 19.6 18.8
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Total current assets 511.1 508.0
Property, equipment and leasehold improvements, net 194.0 194.7
Goodwill, net 36.1 36.3
Other assets 17.7 18.0
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Total assets $ 758.9 $ 757.0
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 148.7 $ 149.6
Other current liabilities 54.4 58.5
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Total current liabilities 203.1 208.1
Long-term debt 247.0 245.2
Deferred income taxes 22.4 22.4
Other long-term liabilities 12.6 11.8
Shareholders' equity:
Common stock
Class A, stated value $0.05 per share; issued and outstanding
9,168,042 and 9,119,992, respectively 0.5 0.5
Class B, stated value $0.05 per share; issued and outstanding
8,842,498 and 9,211,084, respectively 0.5 0.5
Additional paid-in capital 99.0 97.9
Unamortized restricted stock awards (1.9) (2.1)
Retained earnings 214.4 211.5
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312.5 308.3
Treasury stock, at cost (38.7) (38.8)
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Total shareholders' equity 273.8 269.5
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Total liabilities and shareholders' equity $ 758.9 $ 757.0
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See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
JO-ANN STORES, INC.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
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APRIL 29, MAY 1,
2000 1999
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(MILLIONS OF DOLLARS,
EXCEPT PER SHARE DATA)
<S> <C> <C>
Net sales $ 325.4 $ 295.7
Cost of sales 173.3 157.7
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Gross margin 152.1 138.0
Selling, general and administrative expenses 131.6 122.3
Depreciation and amortization 8.9 7.7
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Operating profit 11.6 8.0
Interest expense 6.9 4.3
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Income before income taxes 4.7 3.7
Income tax provision 1.8 1.4
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Net income $ 2.9 $ 2.3
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Net income per common share
Basic and diluted $ 0.16 $ 0.12
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</TABLE>
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
JO-ANN STORES, INC.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
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APRIL 29, MAY 1,
2000 1999
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(MILLIONS OF DOLLARS)
Net cash flows from operating activities:
<S> <C> <C>
Net income $ 2.9 $ 2.3
Adjustments to reconcile net income to net cash provided by (used for)
operating activities:
Depreciation and amortization 8.9 7.7
Other 0.3 0.5
Changes in operating assets and liabilities:
Increase in inventories (3.0) (26.1)
(Increase) decrease in prepaid expenses and other current assets (0.8) 5.2
Decrease in accounts payable (0.9) (8.3)
Decrease in accrued expenses (1.4) (15.3)
Increase (decrease) in accrued income taxes (2.7) 1.7
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Net cash provided by (used for) operating activities 3.3 (32.3)
Net cash flows used for investing activities:
Capital expenditures (8.9) (10.1)
Other, net 1.3 1.0
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Net cash used for investing activities (7.6) (9.1)
Net cash flow provided by financing activities:
Proceeds from long-term debt 1.8 57.6
Increase in other long-term liabilities 0.8 0.2
Proceeds from exercise of stock options 1.0 0.7
Issuance of treasury shares 0.3 0.3
Purchase of common stock for treasury (0.1) (10.6)
Other, net (0.2) (12.3)
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Net cash provided by financing activities 3.6 35.9
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Net decrease in cash (0.7) (5.5)
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 $ 20.7 $ 14.9
========== ==========
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 2.8 $ 3.8
Income taxes, net of refunds 4.4 (5.6)
</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 with 1,027 retail stores in 49 states at April 29, 2000. The
981 traditional and 46 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. 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. Diluted
earnings per share include the effect of the assumed exercise of dilutive stock
options under the treasury stock method.
The following table presents information necessary to calculate basic
and diluted earnings per common share for the periods presented (shares in
millions).
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
--------------------------------
APRIL 29, MAY 1,
2000 1999
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<S> <C> <C>
BASIC EARNINGS PER COMMON SHARE:
Weighted average shares outstanding 17.9 18.7
============= ==============
DILUTED EARNINGS PER COMMON SHARE:
Weighted average shares outstanding 17.9 18.7
Incremental shares from assumed exercise of stock options 0.1 0.4
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18.0 19.1
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</TABLE>
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JO-ANN STORES, INC.
NOTE 3 - SUBSEQUENT EVENT
On June 6, 2000, the Company announced the formation of a strategic
relationship with IdeaForest.com, Inc. ("IdeaForest"), the on-line destination
site for arts and crafts and other creative ideas, advice and supplies.
The Company believes that IdeaForest, which will continue to operate as
an independent entity, will bring on-line selling capability and enriched
content and community features to the Company's joann.com website. The Company
also expects that the site will benefit from the Company's broad product
assortment, physical store presence and merchandising expertise. The site will
initially feature a significant representation of the products that are featured
in the Company's etc superstores in time for the fall peak selling season, with
plans to add more products after the holiday season.
As part of the strategic relationship, IdeaForest will be responsible
for all content and technology support to the joann.com website. The
Company will provide product to the site, with customer fulfillment and service
being handled by IdeaForest. Alan Rosskamm, the Company's Chairman of the Board
and Chief Executive Officer, will join IdeaForest's Board of Directors.
Under the terms of the relationship, the Company has made a cash
investment of $6.5 million in IdeaForest, which, combined with the Company's
contribution of significant strategic assets, entitles the Company to a 28.5%
ownership interest in IdeaForest, with the ability to increase its future
ownership percentage through the vesting and exercise of warrants. The Company
will account for its investment in IdeaForest using the equity method of
accounting.
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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 APRIL 29, 2000 AND MAY 1, 1999
Net sales for the first quarter of fiscal 2001 increased 10.0%, or $29.7
million, to $325.4 million from $295.7 million in the prior year. Comparable
store sales increased 5.6%, or $15.6 million, for the first quarter of fiscal
2001 compared to a comparable store sales increase of 1.8% for the prior year
first quarter. We have achieved positive growth in comparable store sales for 23
consecutive quarters. The remaining sales increase was primarily attributable to
a greater number of superstores in operation. During the first quarter of fiscal
2001, we operated 46 superstores versus 27 superstores in the year ago period.
Gross margin increased $14.1 million compared to the year earlier
period. As a percent of net sales, gross margin was consistent at 46.7% for the
first quarter of both fiscal 2001 and fiscal 2000, as product pricing was held
relatively constant between quarters.
Selling, general and administrative expenses were 40.4% of net sales for
the first quarter of fiscal 2001, a decrease of 100 basis points from 41.4% for
the same quarter of fiscal 2000. The decrease was driven by improvements, as a
rate to sales basis, in both our store and non-store expense structure.
Depreciation and amortization expense for the first quarter of fiscal
2001 increased $1.2 million to $8.9 million from $7.7 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 $0.4 million per month in incremental depreciation expense.
Operating profit for the first quarter of fiscal 2001 was $11.6 million,
an increase of $3.6 million, or 45.0%, from $8.0 million for the first quarter
of fiscal 2000.
Interest expense increased $2.6 million to $6.9 million from $4.3
million in the first quarter of fiscal 2000. Of this increase, approximately
$2.0 million was attributable to a higher effective borrowing rate between years
due to the issuance of the 10 3/8% senior subordinated notes at the beginning of
the second quarter of fiscal 2000. Average borrowings were $245.9 million for
the first quarter of fiscal 2001 versus $221.5 million for the first quarter of
fiscal 2000.
Our effective income tax rate of 38.0% for the first quarter of fiscal
2001 was consistent with the rate for the first quarter of fiscal 2000.
Net income for the first quarter of fiscal 2001 was $2.9 million, or
$0.16 per diluted share, compared to net income of $2.3 million, or $0.12 per
diluted share, for the prior year first quarter.
LIQUIDITY AND CAPITAL RESOURCES
Cash, including temporary cash investments, decreased $0.7 million
during the first quarter of fiscal 2001 to $20.7 million as of April 29, 2000.
Net cash provided by operating activities was $3.3 million in the first
quarter of fiscal 2001, compared to net cash used for operating activities of
$32.3 million in the first quarter of fiscal 2000. Cash generated by operations
in the first quarter of fiscal 2001, before working capital items, totaled $12.1
million, an improvement of $1.6 million from the $10.5 million generated during
the first quarter of fiscal 2000. Working capital consumed $8.8 million of cash
in the first quarter of fiscal 2001 compared with
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$42.8 million in the first quarter of the prior year. Inventories, net of
payables support, only increased $3.9 million primarily due to tighter control
of purchases, compared with an increase of $34.4 million in the prior year first
quarter.
Net cash used for investing activities for the first quarter of fiscal
2001 totaled $7.6 million compared to $9.1 million in the first quarter of
fiscal 2000. Capital expenditures were $8.9 million during the first quarter of
fiscal 2001, of which $4.4 million represented investment in new stores and
upgrades through relocation or expansion of our existing store base. During the
first quarter of fiscal 2001, we opened four superstores and two traditional
stores, relocated or expanded five traditional stores and closed five smaller or
under-performing traditional stores. For the balance of fiscal 2001, we expect
to open an additional 10-12 superstores and three traditional stores, to
relocate or expand three traditional stores and to close 20 smaller traditional
stores. We have no material commitments in connection with these planned capital
expenditures.
We spent $2.3 million in the first quarter of fiscal 2001 on
capitalizable systems technology, of which $2.0 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 will be approximately $32.0 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. We expect to begin construction
on the West Coast distribution facility in June 2000, with the facility becoming
operational in the second quarter of next year. We will finance the project,
including construction costs and equipment, estimated at $40 to $45 million,
using off-balance sheet financing.
We may borrow up to a maximum of $330.0 million under our senior credit
facility by utilizing funds available under the senior credit facility and other
lines of credit. Interest on borrowings under the senior credit facility is
calculated at an applicable margin over the London Interbank Offered Rate
("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 175
basis points, and the annual facility fee is equal to 50 basis points. As of
April 29, 2000, we had $97.0 million of debt outstanding under the senior credit
facility, not including $40.2 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.
JOINT VENTURE
On June 6, 2000, we announced the formation of a strategic relationship
with IdeaForest.com, Inc. ("IdeaForest"), the on-line destination site for arts
and crafts and other creative ideas, advice and supplies.
We believe that IdeaForest, which will continue to operate as an
independent entity, will bring on-line selling capability and enriched content
and community features to our joann.com website. We also expect that the site
will benefit from our broad product assortment, physical store presence and
merchandising expertise. The site will initially feature a significant
representation of the products that
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are featured in our etc superstores in time for the fall peak selling season,
with plans to add more products after the holiday season.
As part of the strategic relationship, IdeaForest will be responsible
for all content and technology support to the joann.com website. We will
provide product to the site, with customer fulfillment and service being handled
by IdeaForest. Alan Rosskamm, our Chairman of the Board and Chief Executive
Officer, will join IdeaForest's Board of Directors.
Under the terms of the relationship, we have made a cash investment of
$6.5 million in IdeaForest, which, combined with our contribution of significant
strategic assets, entitles 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. We will account for our investment in IdeaForest using the
equity method of accounting. We expect the impact from our investment to be
dilutive to earnings in fiscal 2001 by $0.30 to $0.40 per share for the full
year.
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 the growth
of 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.
YEAR 2000
We have not experienced and do not expect to experience any significant
impact on our operations as a result of Year 2000. Also, we are not aware of any
Year 2000 problems with our suppliers. However, the potential still exists for a
non-compliant system, either within the Company or at a supplier, to malfunction
due to Year 2000 issues and cause a disruption to our business. In the event
that such Year 2000 issues should arise, contingency plans developed for Year
2000 or business continuity plans as appropriate, would be utilized. We believe
that, with the successful transition to the year 2000, the possibility of
significant interruptions of normal operations is minimal.
RECENT ACCOUNTING PRONOUNCEMENTS
We are required to adopt Statement of Financial 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 joint venture with IdeaForest, the
impact of competitor store openings and closings, and the ability to address
internal and external Year 2000 issues.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
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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
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No exhibits are filed with this report.
b) Reports on Form 8-K
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No reports on Form 8-K were filed during the 13-week period
ended April 29, 2000.
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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: June 13, 2000 /s/ Alan Rosskamm
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By: Alan Rosskamm
President and Chief Executive Officer
/s/ Brian P. Carney
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By: Brian P. Carney
Executive Vice President and Chief Financial
Officer
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