<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ---- Exchange Act of 1934 For the quarterly period ended May 1, 1999, or
Transition report pursuant to Section 13 or 15(d) of the Securities
- ---- Exchange Act of 1934 For the transition period from __________ to
_________.
Commission file number 33-66342
COLE NATIONAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 34-1744334
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5915 Landerbrook Drive
Mayfield Heights, Ohio 44124
(Address of principal executive offices) (Zip code)
(440) 449-4100
(Registrant's telephone number, including area code)
The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this form in the reduced disclosure
format.
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. X YES NO
--- ---
All of the outstanding capital stock of the registrant is held by Cole National
Corporation.
As of May 24, 1999, 1,100 shares of the registrant's common stock, $.01 par
value, were outstanding.
===============================================================================
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COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MAY 1, 1999
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of May 1, 1999 and
January 30, 1999........................................ 1
Consolidated Statements of Operations for the 13
weeks ended May 1, 1999 and May 2, 1998................. 2
Consolidated Statements of Cash Flows for the 13
weeks ended May 1, 1999 and May 2, 1998................. 3
Notes to Consolidated Financial Statements ............. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 6 - 8
Item 3. Quantitative and Qualitative Disclosures about
Market Risk ............................................ 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................ 9
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
May 1, January 30,
1999 1999
--------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and temporary cash investments $ 25,009 $ 51,057
Accounts receivable, less allowance for doubtful
accounts of $7,754 in 1999 and $7,189 in 1998 50,096 45,302
Current portion of notes receivable 3,425 2,707
Refundable income taxes 1,113 1,113
Inventories 128,039 119,881
Prepaid expenses and other 5,734 8,520
Deferred income tax benefits 13,742 13,742
--------- ---------
Total current assets 227,158 242,322
Property and equipment, at cost 250,190 246,597
Less - accumulated depreciation and amortization (136,771) (133,595)
--------- ---------
Total property and equipment, net 113,419 113,002
Other assets:
Notes receivable, excluding current portion 16,203 17,308
Deferred income taxes and other 52,701 51,555
Intangible assets, net 158,450 159,698
--------- ---------
Total assets $ 567,931 $ 583,885
========= =========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Current portion of long-term debt $ 418 $ 407
Accounts payable 59,192 70,125
Payable to affiliates 67,843 69,060
Accrued interest 7,153 6,216
Accrued liabilities 90,764 101,040
Accrued income taxes 2,223 131
--------- ---------
Total current liabilities 227,593 246,979
Long-term debt, net of discount and current portion 274,623 274,706
Other long-term liabilities 13,616 13,954
Stockholder's equity 52,099 48,246
--------- ---------
Total liabilities and stockholder's equity $ 567,931 $ 583,885
========= =========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these consolidated balance sheets
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COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
13 Weeks Ended
----------------------
May 1, May 2,
1999 1998
-------- --------
<S> <C> <C>
Net revenue $265,948 $270,742
Costs and expenses:
Cost of goods sold 87,298 90,289
Operating expenses 157,379 155,460
Depreciation and amortization 8,901 8,163
-------- --------
Total costs and expenses 253,578 253,912
-------- --------
Operating income 12,370 16,830
Interest and other (income) expense, net 6,590 6,730
-------- --------
Income before income taxes 5,780 10,100
Income tax provision 2,368 4,241
-------- --------
Net income $ 3,412 $ 5,859
======== ========
</TABLE>
The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
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<PAGE> 5
COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
13 Weeks Ended
-------------------
May 1, May 2,
1999 1998
-------- --------
Cash flows from operating activities:
Net income $ 3,412 $ 5,859
Adjustments to reconcile net income to net cash used
by operating activities:
Depreciation and amortization 8,901 8,163
Non-cash interest, net 270 261
Change in assets and liabilities:
Increase in accounts and notes receivable,
prepaid expenses and other assets (1,653) (1,908)
Increase in inventories (8,158) (1,502)
Decrease in accounts payable, accrued
liabilities and other liabilities (21,478) (23,135)
Increase in accrued interest 937 820
Increase in accrued, refundable and deferred
income taxes 2,092 3,274
-------- --------
Net cash used by operating activities (15,677) (8,168)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment, net (6,729) (5,973)
Systems development costs (3,328) (6,332)
Other, net (145) (452)
-------- --------
Net cash used by investing activities (10,202) (12,757)
-------- --------
Cash flows from financing activities:
Repayment of long-term debt (100) (104)
Advances to affiliates, net (503) (9,281)
Other, net 434 28
-------- --------
Net cash used by financing activities (169) (9,357)
-------- --------
Cash and temporary cash investments:
Net decrease during the period (26,048) (30,282)
Balance, beginning of the period 51,057 67,989
-------- --------
Balance, end of the period $ 25,009 $ 37,707
======== ========
The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
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COLE NATIONAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
(1) BASIS OF PRESENTATION AND ACCOUNTING POLICIES
Cole National Group, Inc. is a wholly owned subsidiary of Cole
National Corporation. The consolidated financial statements include the accounts
of Cole National Group and its wholly owned subsidiaries (collectively, the
"Company"). All significant intercompany transactions have been eliminated in
consolidation.
The accompanying consolidated financial statements have been prepared
without audit and certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted, although management
believes that the disclosures herein are adequate to make the information not
misleading. Results for interim periods are not necessarily indicative of the
results to be expected for the full year. These statements should be read in
conjunction with the Company's consolidated financial statements and notes
thereto included in its annual report on Form 10-K for the fiscal year ended
January 30, 1999.
In the opinion of management, the accompanying financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
to present fairly Cole National Group's financial position as of May 1, 1999 and
the results of operations and cash flows for the 13 weeks ended May 1, 1999 and
May 2, 1998.
Inventories
The accompanying interim consolidated financial statements have been
prepared without physical inventories.
Cash Flows
Net cash flows from operating activities reflect cash payments for
income taxes and interest of $243,000 and $5,579,000, respectively, for the 13
weeks ended May 1, 1999, and $450,000 and $5,780,000, respectively, for the 13
weeks ended May 2, 1998.
(2) RESTRUCTURING CHARGE
In the fourth quarter of fiscal 1998, the Company recorded a
restructuring charge related to Pearle's operations. The Company's
restructuring plan, which included the closing of certain unprofitable stores
during fiscal 1999 and removing surfacing equipment from certain in-store full
service labs through the second quarter of 2000, is proceeding as planned. The
estimated costs of the restructuring are expected to approximate original
estimates. During the first quarter of fiscal 1999, the Company closed 6 stores
and no in-store labs. The restructuring reserves remaining at January 30, 1999
were $7.1 million, of which approximately $3.4 million were paid in the first
quarter of fiscal 1999. The remaining reserve at May 1, 1999 of $3.7 million is
expected to be paid through the fourth quarter of fiscal 1999.
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(3) SEGMENT INFORMATION
Information on the Company's reportable segments is as follows (000's
omitted):
<TABLE>
<CAPTION>
13 Weeks Ended
-------------------------
May 1, May 2,
1999 1998
--------- ---------
<S> <C> <C>
Net revenue:
Cole Vision $ 217,547 $ 225,014
Things Remembered 48,401 45,728
--------- ---------
Consolidated net revenue $ 265,948 $ 270,742
========= =========
Income or loss:
Cole Vision $ 14,357 $ 20,856
Things Remembered (1,341) (2,627)
--------- ---------
Total segment profit 13,016 18,229
Unallocated amounts:
Corporate expenses (646) (1,406)
--------- ---------
Consolidated operating income 12,370 16,830
Interest and other expense, net (6,590) (6,730)
--------- ---------
Income before income taxes $ 5,780 $ 10,100
========= =========
</TABLE>
(4) RECLASSIFICATIONS
Certain 1998 amounts have been reclassified to conform with the 1999
presentation.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Certain information required by this item has been omitted pursuant to
General Instruction H of Form 10-Q.
The following is a discussion of certain factors affecting Cole
National Group's results of operations for the 13 week periods ended May 1, 1999
and May 2, 1998 (the Company's first quarter). This discussion should be read
in conjunction with the consolidated financial statements and notes thereto
included elsewhere in this filing and the audited financial statements for the
fiscal year ended January 30, 1999 included in the annual report on Form 10-K.
Fiscal years end on the Saturday closest to January 31 and are
identified according to the calendar year in which they begin. For example, the
fiscal year ended January 30, 1999 is referred to as "fiscal 1998." The current
fiscal year, which will end January 29, 2000, is referred to as "fiscal 1999."
RESULTS OF OPERATIONS
Net revenue for the first quarter of fiscal 1999 decreased 1.8% to
$265.9 million from $270.7 million for the same period in fiscal 1998. The
decrease was primarily attributable to a consolidated comparable store sales
decrease of 3.1% partially offset by the growth in number of locations. At Cole
vision, comparable store sales decreased 4.8% and 7.4% at Cole Licensed Brands
and Pearle, respectively. Cole Vision's sales were negatively impacted by a
competitive promotional environment that began as a result of slowing growth in
the retail optical market in 1998. This coincided with a marketing change to a
long-term, brand-building position at Pearl. First quarter sales comparisons
for Pearle were also impacted by higher advertising expenditures during the same
period a year ago. This promotional environment also had a negative impact on
Cole Licensed Brands and on the rate of growth in managed vision care retail
sales. The Cole Vision sales decrease reflected a decrease in the number of
transactions, as the average selling price was essentially flat between years.
At Things Remembered, a comparable store sales increase of 7.1% reflected
increased sales of additional personalization and new merchandise at higher
average unit retails, along with the benefits from marketing directly to its
existing customer base. The number of transactions was similar to a year ago. At
May 1, 1999, the Company had 2,883 retail locations, including 817 Things
Remembered stores, 1,185 Cole Licensed Brands locations and 881 Pearle stores,
of which 412 were franchised locations, compared to 2,832 retail locations at
May 2, 1998.
Gross profit decreased 1.0% to $178.7 million in the first quarter of
fiscal 1999 from $180.5 million in the same period last year. The gross profit
decrease was primarily attributable to the lower revenue at Cole Vision,
partially offset by the increase at Things Remembered. Gross margins for the
first quarter of fiscal 1999 and fiscal 1998 were 67.2% and 66.7%, respectively.
Gross margin at Cole Vision improved slightly, by 0.2 percentage points in
fiscal 1999 compared to the first quarter last year. Gross margin at Things
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<PAGE> 9
Remembered improved 1.3 percentage points reflecting increased sales of
additional personalization, improved margins on new products and lower sales of
clearance merchandise.
operating expenses increased 1.7% to $159.0 million in the first
quarter of fiscal 1999 from $156.3 million in fiscal 1998, and as a percentage
of revenue, operating expenses increased to 59.6% in fiscal 1999 from 57.5% in
fiscal 1998. The unfavorable leverage was primarily attributable to a 1.2
percentage point increase in payroll costs, a 1.0 percentage point increase in
information systems costs and a 0.3 percentage point increase in managed vision
care expenses, partially offset by a 0.6 percentage point decrease in
advertising costs. The unfavorable payroll leverage was due to the comparable
store sales decrease at Cole Vision and to staffing increases in managed vision
care and information systems. The increase in managed vision care expenses was
primarily attributable to growth in call and claims volumes associated with an
increase in sponsor-funded programs. The improved leverage in advertising was
largely due to lower advertising expenditures at Pearle in the first quarter of
fiscal 1999. Fiscal 1999 depreciation and amortization expense of $9.1 million
was $0.7 million more than fiscal 1998 reflecting an increase in amortization of
deferred systems development and software costs.
See the notes to consolidated financial statements for information on
the status of the Company's restructuring charge recorded in the fourth quarter
of fiscal 1998.
Income from operations decreased 26.51 to $12.4 million for the first
quarter of fiscal 1999 from $16.8 million for the same period a year ago,
primarily the result of the decrease in net revenue and the increase in
operating expenses and depreciation and amortization.
Net interest and other expense decreased slightly from the first
quarter of fiscal 1998 to $6.6 million in the first quarter of fiscal 1999. An
income tax provision was recorded in the first quarter of fiscal 1999 and fiscal
1998 using the Company's estimated annual effective tax rate of 41% and 42%,
respectively. The reduction in the rate reflects the full year effective rate
realized in fiscal 1998.
Net income decreased to $3.4 million for the first quarter of fiscal
1999 from $5.9 million for the first quarter of fiscal 1998. The decrease was
primarily due to the decrease in income from operations, offset in part by the
lower interest expense and the lower effective tax rate.
YEAR 2000
Cole National Group is proceeding with the implementation of its Year
2000 Readiness Program, including ascertaining Year 2000 readiness of critical
third parties. Management continues to believe that all critical programs and
hardware will be Year 2000 ready, including testing, by the end of the third
quarter of fiscal 1999 and expects that any necessary contingency plans will be
completed at that time.
Management continues to estimate the total cost of the Year 2000
Readiness Program will be approximately $3.5 million, including $0.3 million of
new hardware and software that will be capitalized. The remaining $3.2 million
is being expensed as incurred (approximately $2.4 million in fiscal 1998 and
$0.8
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<PAGE> 10
million in fiscal 1999 including $0.3 million during the first quarter). These
costs include only external costs as internal costs, which consist primarily of
payroll-related costs of employees, are not tracked separately for the Year 2000
Readiness Program. The estimate of external costs does not include costs
associated with addressing and resolving issues as a result of the failure of
third parties to become Year 2000 ready. See the Company's Annual Report on Form
10-K for the fiscal year ended January 30, 1999 for further discussion of Year
2000.
RECENT DEVELOPMENTS AND FORWARD-LOOKING INFORMATION
Beginning in the second quarter of fiscal 1999, the Company intends to
respond to the competitive pricing environment that exists in the retail optical
market with the development and implementation of promotional messages in order
to attract customers. Depending on customer response and product mix, these
actions may cause a negative impact on gross margin. These actions may not
significantly change the recent trend in sales and operating income for the
second quarter, which are expected to be below the prior year. It is unlikely
that any improvement in sales levels in the second half of the year resulting
from these and other actions would be enough to realize an increase in year-
over-year earnings in fiscal 1999.
Certain sections of this Form 10-Q. including this Management's
Discussion and Analysis, contain forward-looking statements within the meaning
of the Private Securities Act of 1995. Actual results may differ materially from
those forecast due to a variety of factors that can adversely affect operating
results, liquidity and financial condition, such as risks associated with the
timing and achievement of the continuing restructuring and improvements in the
operations of the optical business, the ability of Cole National Group and its
suppliers, host stores, and managed vision care organization partners to achieve
Year 2000 readiness, the integration of acquired operations, the ability to
select, stock and price merchandise attractive to customers, the implementation
of its store acquisition program, economic and weather factors affecting
consumer spending, operating factors affecting customer satisfaction, including
manufacturing quality of optical and engraved goods, the relationships with host
stores and franchisees, the mix of goods sold, pricing and other competitive
factors, and the seasonality of the business. Forward-looking statements are
made based upon management's expectations and beliefs concerning future events
impacting Cole National Group. All forward-looking statements involve risk and
uncertainty.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in foreign currency
exchange rates, which could impact its results of operations and financial
condition. Foreign exchange risk arises from the Company's exposure in
fluctuations in foreign currency exchange rates because the Company's reporting
currency is the United States dollar. Management seeks to minimize the exposure
to foreign currency fluctuations through natural internal offsets to the
fullest extent possible.
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<PAGE> 11
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibits are filed herewith and made a part hereof:
27 Financial Data Schedule
(b) Reports on Form 8-K
Report on Form 8-K dated March 5, 1999.
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SIGNATURE
---------
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.
COLE NATIONAL GROUP, INC.
By: /s/ Wayne L. Mosely
------------------------------------------
Wayne L. Mosley
Vice President and Controller
(Duly Authorized Officer and Principal
Accounting Officer)
Date: June 15, 1999
-10-
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COLE NATIONAL GROUP, INC.
FORM 10-Q
QUARTER ENDED MAY 2, 1598
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
27 Financial Data Schedule
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND THE CONSOLIDATED STATEMENT OF INCOME FILED AS
PART OF THE QUARTERLY REPORT ON FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> MAY-01-1999
<CASH> 25,009
<SECURITIES> 0
<RECEIVABLES> 61,275
<ALLOWANCES> 7,754
<INVENTORY> 128,039
<CURRENT-ASSETS> 227,158
<PP&E> 250,190
<DEPRECIATION> 136,771
<TOTAL-ASSETS> 567,931
<CURRENT-LIABILITIES> 227,593
<BONDS> 274,623
0
0
<COMMON> 0
<OTHER-SE> 52,099
<TOTAL-LIABILITY-AND-EQUITY> 567,931
<SALES> 265,948
<TOTAL-REVENUES> 265,948
<CGS> 87,298
<TOTAL-COSTS> 253,578
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,590
<INCOME-PRETAX> 5,780
<INCOME-TAX> 2,368
<INCOME-CONTINUING> 3,412
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,412
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
