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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 JULY 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 September 8, 2000:
9,208,436
Shares of Class B Common Stock outstanding at September 8, 2000:
8,842,998
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JO-ANN STORES, INC.
FORM 10-Q INDEX
FOR THE QUARTER ENDED JULY 29, 2000
<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 July 29, 2000 and January 29, 2000 3
Consolidated Statements of Operations for the Thirteen and Twenty-Six Weeks
Ended July 29, 2000 and July 31, 1999 4
Consolidated Statements of Cash Flows for the Twenty-Six Weeks
Ended July 29, 2000 and July 31, 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 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
JO-ANN STORES, INC.
<TABLE>
<CAPTION>
(UNAUDITED)
JULY 29, 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 $ 20.4 $ 21.4
Inventories 504.2 458.9
Deferred income taxes 8.9 8.9
Prepaid expenses and other current assets 18.5 18.8
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Total current assets 552.0 508.0
Property, equipment and leasehold improvements, net 192.1 194.7
Goodwill, net 35.8 36.3
Other assets 23.1 18.0
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Total assets $803.0 $757.0
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $186.7 $149.6
Other current liabilities 41.6 58.5
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Total current liabilities 228.3 208.1
Long-term debt 275.3 245.2
Deferred income taxes 22.4 22.4
Other long-term liabilities 12.9 11.8
Shareholders' equity:
Common stock
Class A, stated value $0.05 per share; issued and outstanding
9,199,926 and 8,987,036, respectively 0.6 0.5
Class B, stated value $0.05 per share; issued and outstanding
8,844,248 and 8,857,853, respectively 0.5 0.5
Additional paid-in capital 99.1 97.9
Unamortized restricted stock awards (1.7) (2.1)
Retained earnings 204.2 211.5
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302.7 308.3
Treasury stock, at cost (38.6) (38.8)
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Total shareholders' equity 264.1 269.5
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Total liabilities and shareholders' equity $803.0 $757.0
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</TABLE>
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF OPERATIONS
JO-ANN STORES, INC.
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
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JULY 29, JULY 31, JULY 29, JULY 31,
2000 1999 2000 1999
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(MILLIONS OF DOLLARS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales $299.0 $282.4 $624.4 $578.1
Cost of sales 163.4 151.9 336.7 309.6
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Gross margin 135.6 130.5 287.7 268.5
Selling, general and administrative expenses 134.2 124.9 265.8 247.2
Depreciation and amortization 9.9 7.6 18.8 15.3
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Operating profit (loss) (8.5) (2.0) 3.1 6.0
Interest expense 6.3 6.8 13.2 11.1
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Loss before income taxes (14.8) (8.8) (10.1) (5.1)
Income tax benefit (5.6) (3.3) (3.8) (1.9)
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Loss before equity loss (9.2) (5.5) (6.3) (3.2)
Equity loss from minority investment (1.0) -- (1.0) --
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Net loss $(10.2) $ (5.5) $ (7.3) $ (3.2)
============================== =============================
Net loss per common share
Basic and diluted $(0.56) $(0.30) $(0.41) $(0.17)
============================== =============================
Weighted average shares outstanding (millions)
Basic and diluted 18.0 18.2 17.9 18.5
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</TABLE>
See notes to consolidated financial statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS
JO-ANN STORES, INC.
(UNAUDITED)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
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JULY 29, JULY 31,
2000 1999
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(MILLIONS OF DOLLARS)
<S> <C> <C>
Net cash flows from operating activities:
Net loss $ (7.3) $ (3.2)
Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:
Depreciation and amortization 18.8 15.3
Equity loss from minority investment 1.0 --
Other 0.5 0.7
Changes in operating assets and liabilities:
Increase in inventories (45.3) (117.4)
Decrease in prepaid expenses and other current assets 0.3 9.1
Increase in accounts payable 37.1 64.0
Decrease in accrued expenses (7.5) (4.0)
Decrease in accrued income taxes (9.3) (2.1)
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Net cash used for operating activities (11.7) (37.6)
Net cash flows used for investing activities:
Capital expenditures (16.6) (28.7)
Minority investment (6.5) --
Other, net 1.2 0.6
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Net cash used for investing activities (21.9) (28.1)
Net cash flow provided by financing activities:
Net borrowings (repayments) of long-term debt 30.1 (52.1)
Net proceeds from issuance of senior subordinated notes -- 142.9
Increase (decrease) in other long-term liabilities 1.0 (12.0)
Purchase of common stock for treasury (0.1) (14.8)
Other, net 1.6 0.5
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Net cash provided by financing activities 32.6 64.5
---------------- ----------------
Net decrease in cash (1.0) (1.2)
Cash and temporary cash investments at beginning of period 21.4 20.4
---------------- ----------------
Cash and temporary cash investments at end of period $ 20.4 $ 19.2
================ ================
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 13.2 $ 5.3
Income taxes, net of refunds 5.5 (5.2)
</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 with 1,025 retail stores in 49 states at July 29, 2000. The
974 traditional and 51 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. 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 thirteen and twenty-six weeks ended July 29, 2000 and July 31, 1999, 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. 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
made a cash investment of $6.5 million in IdeaForest, which, combined with the
Company's contribution of 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
investment in IdeaForest is accounted for using the equity method. During the
second quarter of fiscal 2001, the Company recorded an equity loss of $1.0
million related to the minority investment.
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.
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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 JULY 29, 2000 AND JULY 31, 1999
Net sales for the second quarter of fiscal 2001 increased 5.9%, or $16.6
million, to $299.0 million from $282.4 million in the prior year. The majority
of the sales increase was attributable to a greater number of superstores in
operation. During the second quarter of fiscal 2001, we operated 51 superstores
versus 30 superstores in the year ago period. Sales from stores open one year or
more ("comparable store sales") increased 0.7%, or $1.8 million, for the second
quarter of fiscal 2001 compared to a comparable store sales increase of 7.7% for
the prior year second quarter. Comparable store sales from softlines (fabrics
and notions) decreased 1.6%, while comparable store sales in hardline businesses
(crafts, floral and seasonal) increased 6.1%. We have achieved positive growth
in comparable store sales for 24 consecutive quarters.
Gross margin increased $5.1 million compared to the year earlier period.
As a percent of net sales, gross margin was 45.4% for the second quarter of
fiscal 2001, a decrease of 80 basis points from 46.2% for the same quarter a
year earlier. The decrease in margin rate between quarters was due to current
year efforts to reduce clearance product in the second quarter coupled with a
reduction in purchase volumes between quarters that negatively impacted volume
rebates realized from vendors. Although our decision to reduce clearance
negatively impacted our gross margin rate, we entered the second half of fiscal
2001 with reduced clearance and pack-away merchandise than year ago levels.
Selling, general and administrative expenses were 44.9% of net sales for
the second quarter of fiscal 2001, an increase of 70 basis points from 44.2% for
the same quarter of fiscal 2000. The increase was due to higher store expenses,
primarily store payroll, as a percent of sales. The increase in store expenses
was offset, in part, by lower non-store expenses, as a percent of sales, due
primarily to improvement in logistics costs.
Depreciation and amortization expense increased $2.3 million to $9.9
million from $7.6 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 $1.2 million in
incremental depreciation expense for the second quarter of fiscal 2001.
Operating losses for the second quarter of fiscal 2001 were $8.5
million, compared to operating losses of $2.0 million for the second quarter of
fiscal 2000.
Interest expense decreased $0.5 million to $6.3 million from $6.8
million in the second quarter of fiscal 2000.
Our effective income tax rate of 38.0% for the second quarter of fiscal
2001 was consistent with the rate for the second quarter of fiscal 2000.
Net loss for the second quarter of fiscal 2001 was $10.2 million, or
$0.56 per diluted share, compared to a net loss of $5.5 million, or $0.30 per
diluted share, for the prior year second quarter. During the second quarter of
fiscal 2001, we recorded an equity loss from our minority investment in
IdeaForest of $1.0 million, or $0.05 per diluted share.
COMPARISON OF THE TWENTY-SIX WEEKS ENDED JULY 29, 2000 AND JULY 31, 1999
Net sales for the first half of fiscal 2001 increased 8.0%, or $46.3
million, to $624.4 million from $578.1 million in the prior year. Comparable
store sales increased 3.2%, or $17.3 million, for the first half of fiscal 2001
compared to a comparable store sales increase of 4.6% for the prior year first
half.
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Comparable store sales from softlines increased 1.2%, while comparable store
sales in hardlines increased 7.7%. The remaining sales increase was primarily
attributable to a greater number of superstores in operation.
Gross margin increased $19.2 million compared to the year earlier
period. As a percent of net sales, gross margin was 46.1% for the first half of
fiscal 2001, a decrease of 30 basis points from 46.4% for the same period a year
earlier due to a reduction in purchase volumes that negatively impacted volume
rebates realized from vendors.
Selling, general and administrative expenses were 42.6% of net sales for
the first half of fiscal 2001, an improvement of 20 basis points from 42.8% for
the first half of fiscal 2000. This decrease occurred as a result of lower
distribution costs, as a percent of sales, offset in part by higher store
expenses.
Depreciation and amortization expense for the first half of fiscal 2001
increased $3.5 million to $18.8 million from $15.3 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 $1.6 million in incremental depreciation expense for the first
half of fiscal 2001.
Operating profit for the first half of fiscal 2001 was $3.1 million,
compared to $6.0 million for the first half of fiscal 2000.
Interest expense increased $2.1 million to $13.2 million from $11.1
million in the first half of fiscal 2000. This increase was attributable to
higher average borrowings and a higher effective borrowing rate between years.
Average borrowings were $257.3 million for the first half of fiscal 2001 versus
$241.2 million for the first half of fiscal 2000. The increase in the effective
borrowing rate is primarily related to the issuance of the 10 3/8% senior
subordinated notes which occurred at the beginning of the second quarter of
fiscal 2000.
Our effective income tax rate of 38.0% for the first half of fiscal 2001
was consistent with the rate for the first half of fiscal 2000.
Net loss for the first half of fiscal 2001 was $7.3 million, or $0.41
per diluted share, compared to a net loss of $3.2 million, or $0.17 per diluted
share, for the prior year first half. During the first half of fiscal 2001, we
recorded an equity loss from our minority investment in IdeaForest of $1.0
million, or $0.05 per diluted share.
LIQUIDITY AND CAPITAL RESOURCES
Cash, including temporary cash investments, decreased $1.0 million
during the first half of fiscal 2001 to $20.4 million as of July 29, 2000.
Net cash used by operating activities was $11.7 million in the first
half of fiscal 2001, compared to net cash used for operating activities of $37.6
million in the first half of fiscal 2000. Inventories, net of payables support,
increased $8.2 million, compared with an increase of $53.4 million in the prior
year first half, primarily due to tighter control of purchases in the current
year.
Net cash used for investing activities for the first half of fiscal 2001
totaled $21.9 million compared to $28.1 million in the first half of fiscal
2000. Capital expenditures were $16.6 million during the first half of fiscal
2001, of which $10.3 million represented investment in new stores and upgrades
through relocation or expansion of our existing store base. During the first
half of fiscal 2001, we opened
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nine superstores and two traditional stores, relocated or expanded six
traditional stores and closed 12 smaller or under-performing traditional stores.
For the balance of fiscal 2001, we expect to open an additional seven
superstores, to relocate or expand two traditional stores and to close 12
smaller traditional stores. We have no material commitments in connection with
these planned capital expenditures.
We also spent $2.7 million in the first half of fiscal 2001 on
capitalizable systems technology, of which $2.6 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 $32.0 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. Construction was started on the
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 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
July 29, 2000, we had $125.3 million of debt outstanding under the senior credit
facility, not including $66.3 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.
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, 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. The investment in IdeaForest is accounted for using
the equity method. During the second quarter of fiscal 2001, we recorded an
equity loss related to our minority investment of $1.0 million, or $0.05 per
diluted share. We expect the impact from our investment to be dilutive to second
half fiscal 2001 earnings by $0.25 to $0.30 per share.
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
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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.
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.
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
a) An Annual Meeting of Shareholders of the Company was held June 8,
2000.
b) Alan Rosskamm, Scott Cowen and Gregg Searle were elected to the
Board of Directors in the class whose term of office expires in
2003. Frank Newman and Betty Rosskamm continued as Directors in
the class whose term of office expires in 2002. Ira Gumberg and
Alma Zimmerman continued as Directors in the class whose term of
office expires in 2001. Debra Walker was appointed to the
position of Executive Vice President, Marketing and Internet
Strategies effective June 6, 2000, and consequently resigned her
seat on the Company's Board of Directors.
c) The nominees for Directors as listed in the proxy statement were
elected with the following vote:
Nominee Votes For Votes Withheld
------- --------- --------------
Alan Rosskamm 7,731,460 127,696
Scott Cowen 7,788,323 70,833
Gregg Searle 7,789,423 69,733
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
--------
Not Applicable.
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: September 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
