<PAGE>
United States Securities and Exchange Commission
Washington, DC 20549
FORM 10 - Q
x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended July 29, 2000
---------------
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 0-23874
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Jos. A. Bank Clothiers, Inc.
Delaware 5611 36-3189198
-------- ---- ----------
(State incorporation) (Primary Standard (I.R.S. Employer
Industrial Identification
Classification Number)
Code Number)
500 Hanover Pike, Hampstead, MD 21074-2095
------------------------------- ----------
none
----
(Former name or former address, if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x ] No [ ]
Indicate the number of shares of each of the issuer's classes of common stock,
as of the latest practicable date:
Class Outstanding as of September 11, 2000
-------------- ------------------------------------
Common stock. $.01 par value 5,955,627
<PAGE>
Jos. A. Bank Clothiers, Inc.
Index
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Part I. Financial Information Page No.
--------------------- --------
Item 1. Financial Statements
Condensed Consolidated Statements
of Operations - Three and Six Months 3
ended July 29, 2000 and
July 31, 1999
Condensed Consolidated Balance
Sheets - as of July 29, 2000 and 4
January 29, 2000
Condensed Consolidated Statements
of Cash Flows -Six Months 5
ended July 29, 2000 and
July 31, 1999
Notes to Condensed Consolidated
Financial Statements 6-10
Item 2. Management's Discussion and Analysis
of Results of Operations and 10-13
Financial Condition
Part II. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K 14
(a) Exhibits - Exhibit 27-Financial Data
Schedule (EDGAR filing only)
Signatures 15
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2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(In thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
------------------ ----------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
-------- -------- -------- --------
Net sales $ 44,869 $ 44,203 $ 91,277 $ 87,810
-------- -------- -------- --------
Costs and expenses:
Cost of goods sold 23,437 22,927 46,603 44,426
General and administrative 4,081 4,296 8,929 8,640
Sales and marketing 16,095 15,861 32,411 32,470
Store opening costs 3 9 16 62
One-time charge:
Executive payout and other costs -- 2,177 -- 2,177
-------- -------- -------- --------
43,616 45,270 87,959 87,775
-------- -------- -------- --------
Operating income (loss) 1,253 (1,067) 3,318 35
Interest expense, net 251 247 544 575
-------- -------- -------- --------
Income (loss) before provision for
income taxes 1,002 (1,314) 2,774 (540)
Provision (benefit) for income taxes 391 (512) 1,082 (211)
-------- -------- -------- --------
Net income (loss) $ 611 $ (802) $ 1,692 $ (329)
======== ======== ======== ========
Earnings per share:
Net income (loss):
Basic $ 0.10 $ (0.12) $ 0.27 $ (0.05)
Diluted $ 0.10 $ (0.12) $ 0.26 $ (0.05)
Weighted average shares outstanding:
Basic 5,956 6,792 6,318 6,792
Diluted 6,106 6,792 6,462 6,792
See accompanying notes.
3
<PAGE>
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands) (Unaudited)
July 29, January 29,
2000 2000
-------- -----------
ASSETS
Current Assets:
Cash and cash equivalents $ 1,101 $ 1,087
Accounts receivable 2,448 2,601
Inventories:
Raw materials 2,966 3,351
Finished goods 41,501 43,036
-------- --------
Total inventories 44,467 46,387
-------- --------
Prepaid expenses and other
current assets 4,641 3,178
Deferred income taxes 2,479 2,479
-------- --------
Total current assets 55,136 55,732
-------- --------
Property, plant and equipment,
at cost 53,531 56,140
Accumulated depreciation and
amortization (27,951) (28,893)
-------- --------
Net property, plant and equipment 25,580 27,247
Deferred income taxes 1,699 1,699
Other assets 25 73
-------- --------
Total assets $ 82,440 $ 84,751
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 16,095 $ 13,195
Accrued expenses 13,089 14,573
Current portion of long-term debt 5,763 1,218
Net current liabilities of
discontinued operations -- 254
-------- --------
Total current liabilities 34,947 29,240
Long-term liabilities 5,117 11,725
-------- --------
Total liabilities 40,064 40,965
-------- --------
Shareholders' equity:
Common stock 71 70
Additional paid-in capital 56,535 56,500
Accumulated deficit (9,172) (10,864)
-------- --------
47,434 45,706
Less: treasury stock (5,058) (1,920)
-------- --------
Total shareholders' equity 42,376 43,786
-------- --------
Total liabilities and shareholders' equity $ 82,440 $ 84,751
======== ========
See accompanying notes.
4
<PAGE>
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands) (Unaudited)
Six Months Ended
--------------------
July 29, July 31,
2000 1999
-------- --------
Cash flows from operating activities:
Net income (loss) $ 1,692 $ (329)
Adjustments to reconcile net income
Net cash used in operating activities:
Decrease in deferred taxes -- (501)
Depreciation and amortization 2,036 1,916
Loss on disposition of assets 7 --
Stock based compensation -- 42
Net (increase) decrease in operating
working capital 2,042 (2,348)
-------- --------
Net cash provided by (used in)
operating activities 5,777 (1,220)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (1,459) (3,564)
Proceeds from disposal of assets 528 --
-------- --------
Net cash used in investing activities (931) (3,564)
-------- --------
Cash flows from financing activities:
Borrowings under long-term Credit Agreement 25,381 28,334
Repayment under long-term Credit Agreement (27,185) (23,298)
Repayment of other long-term debt (227) (164)
Repurchase of Common Stock (3,138) --
Net proceeds from Issuance of Common Stock 36 --
-------- --------
Net cash provided by (used in) financing
activities (5,133) 4,872
Net cash provided by discontinued operations 301 2
-------- --------
Net increase in cash and cash equivalents 14 90
Cash and cash equivalents - beginning of period 1,087 748
-------- --------
Cash and cash equivalents - end of period $ 1,101 $ 838
======== ========
See accompanying notes.
5
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 7/29/00
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(Unaudited)
1. BASIS OF PRESENTATION
Jos. A. Bank Clothiers, Inc. (the Company) is a nationwide retailer of
classic men's clothing through conventional retail stores and catalog and
internet direct marketing. The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany balances and transactions have been eliminated in
consolidation.
The results of operations for the interim periods shown in this report are
not necessarily indicative of results to be expected for the fiscal year.
In the opinion of management, the information contained herein reflects all
adjustments necessary to make the results of operations for the interim
periods a fair statement of such operations. These adjustments are of a
normal recurring nature.
Certain notes and other information have been condensed or omitted from the
interim financial statements presented in this Quarterly Report on Form 10-
Q. Therefore, these financial statements should be read in conjunction with
the Company's January 29, 2000 Annual Report on Form 10-K.
2. SIGNIFICANT ACCOUNTING POLICIES
Inventories are stated at the lower of first-in, first-out, cost or market.
The Company capitalizes into inventories certain warehousing and delivery
costs associated with getting its inventory to the point of sale.
Costs related to mail order catalogs and promotional materials are included
in prepaid expenses and other current assets. These costs are amortized
over the expected periods of benefit, not to exceed six months.
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 - Accounting for Income Taxes (SFAS
109). This standard requires, among other things, recognition of future tax
benefits, measured by enacted tax rates attributable to deductible
temporary differences between financial statement and income tax basis of
assets and liabilities and to tax net operating loss carryforwards, to the
extent that realization of such benefits is more likely than not.
6
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 7/29/00
3. WORKING CAPITAL
The net change in operating working capital is composed of the following:
Six Months Ended
-------------------
July 29, July 31,
2000 1999
-------- --------
Decrease in accounts receivable $ 153 $ 197
(Increase) decrease in inventories 1,920 (2,303)
Increase in prepaids and other assets (1,415) (372)
Increase in accounts payable 2,900 1,029
Decrease in accrued expenses and
other liabilities (1,516) (899)
-------- --------
Net (increase) decrease in operating working capital $ 2,042 $ (2,348)
======== ========
4. EARNINGS PER SHARE
Earnings Per Share - Statement of Financial Accounting Standards (SFAS) No.
128 requires presentation of basic earnings per share a nd diluted earnings
per share. The weighted average shares used to calculate basic and diluted
earnings per share in accordance with SFAS No. 128 is as follows:
Three Months Ended Six Months Ended
------------------ -----------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
-------- -------- -------- --------
Weighted average shares
outstanding for basic EPS 5,956 6,792 6,318 6,792
Diluted EPS:
Dilutive effect of
common stock equivalents 150 -- 144 --
-------- -------- -------- --------
Weighted average shares
outstanding for diluted EPS 6,106 6,792 6,462 6,792
======== ======== ======== ========
Weighted average shares outstanding for calculating dilutive EPS include
basic shares outstanding, plus shares issuable upon the exercise of stock
options, using the treasury stock method.
7
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 7/29/00
5. STOCK REPURCHASE
On April 12, 2000, the Company announced a repurchase of approximately 13% of
its then outstanding stock. In a private transaction, the Company purchased
896,400 shares at $3.50 per share. The purchase has been recorded in the
accompanying Consolidated Balance Sheets as treasury stock.
6. DISCONTINUED OPERATIONS
Summarized financial information for the discontinued operations is as follows
(in thousands):
As of As of
July 29, Jan. 29,
2000 2000
-------- --------
Current assets $ -- $ 580
Current liabilities -- 834
-------- --------
Net current (liabilities) $ -- $ (254)
======== ========
Net current and noncurrent assets/liabilities of discontinued operations noted
above include deferred income taxes, pension costs, severance and other
transaction costs associated with the discontinued manufacturing operations.
7. SEGMENT REPORTING
The Company has two reportable segments: full line stores and catalog/internet
direct marketing. While each segment offers a similar mix of men's clothing to
the retail customer, the full line stores also provide alterations.
The accounting policies of the segments are the same as those described in the
Company's January 29, 2000 Annual Report on Form 10K. The Company evaluates
performance of the segments based on "four wall" contribution which excludes any
allocation of "management company" costs, distribution center costs (except
order fulfillment costs which are allocated to catalog/internet), interest and
income taxes. The Company's segments are strategic business units that offer
similar products to the retail customer by two distinctively different methods.
In full line stores the typical customer travels to the store and purchases
men's clothing and/or alterations and takes their purchases with them. The
catalog/internet direct marketing customer receives a catalog in his or her
home, office and/or visits our web page via the internet and either calls,
mails, faxes or places an order on-line. The merchandise is then shipped to the
customer. The detail segment data is presented in the following table:
8
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 7/29/00
<TABLE>
<CAPTION>
Quarter ended July 29, 2000 Full line Catalog/Internet
(in thousands) Stores Direct Marketing Other Total
------ ---------------- ----- -----
<S> <C> <C> <C> <C>
Net sales $ 37,335 $ 5,701 $ 1,833 (a) $ 44,869
Depreciation and amortization 775 4 242 1,021
Operating income (loss) (b) 4,901 432 (4,080) 1,253
Identifiable assets (c) 59,283 9,391 16,077 84,751
Capital Expenditures (d) 230 348 60 638
Quarter ended July 31, 1999
(in thousands)
Net sales $ 36,895 $ 5,501 $ 1,807 (a) $ 44,203
Depreciation and amortization 765 5 209 979
Operating income (loss) (b) 5,004 397 (6,468) (1,067)
Identifiable assets (c) 59,815 10,100 12,525 82,440
Capital Expenditures (d) 1,389 34 355 1,778
<CAPTION>
Six Months ended July 29, 2000 Full line Catalog/Internet
(in thousands) Stores Direct Marketing Other Total
------ ---------------- ----- -----
<S> <C> <C> <C> <C>
Net sales $ 76,804 $ 10,951 $ 3,522 (a) $ 91,277
Depreciation and amortization 1,547 9 480 2,036
Operating income (loss) (b) 11,465 1,186 (9,333) 3,318
Identifiable assets (c) 59,283 9,391 16,077 84,751
Capital Expenditures (d) 322 763 374 1,459
Six Months ended July 31, 1999
(in thousands)
Net sales $ 73,616 $ 10,892 $ 3,302 (a) $ 87,810
Depreciation and amortization 1,506 9 401 1,916
Operating income (loss) (b) 10,006 1,145 (11,116) 35
Identifiable assets (c) 59,815 10,100 12,525 82,440
Capital Expenditures (d) 2,109 74 1,381 3,564
</TABLE>
(a) Revenue from segments below the quantitative thresholds are attributable
primarily to four operating segments of the Company. The segments include
factory stores, outlet stores, franchise and regional tailor shops. None of
these segments has ever met any of the quantitative thresholds for
determining reportable segments.
(b) Operating income represents profit before allocations of overhead from
corporate office and the distribution center, interest and income taxes.
(c) Identifiable assets include cash, accounts receivable, inventories, prepaid
expenses and fixed assets residing in or related to the reportable segment.
Assets included in Other are primarily fixed assets associated with the
corporate office and distribution center, deferred tax assets, and inventory
which has not been assigned to one of the reportable segments.
(d) Capital Expenditures include purchases of property, plant and equipment made
for the reportable segment.
9
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 7/29/00
8. EXECUTIVE PAYOUT AND OTHER COSTS
During the second quarter of 1999, the Company's Chairman and CEO retired and
the Company recorded a one-time charge of approximately $2.2 million associated
with that event. The one-time charge includes a payout to the former
Chairman/CEO of approximately $1.8 million and professional fees -- primarily
recruiting and related expenses -- that were incurred in the second quarter of
1999. This charge reduced basic earnings per share by $.20.
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
The following discussion should be read in conjunction with the attached
condensed consolidated financial statements and notes thereto and with the
Company's audited financial statements and notes thereto for the fiscal year
ended January 29, 2000.
Overview - The Company continued its trend of strong profits in the second
---------
quarter of 2000, generating record results for the third consecutive quarter.
The Company generated net income of $.6 million ($.10 per share) in the second
quarter of 2000 compared to income of $.5 million ($.08 per share) in the second
quarter of 1999 (excluding one-time expenses in 1999). These results represent a
25% increase in earnings per share for the quarter and a 73% increase in
earnings per share for the first half of 2000 (excluding one-time expenses in
1999).
After considering the one-time expenses in the prior year, the Company had a net
loss in the first half of 1999 of $.3 million ($.05 per share) compared to the
record results noted above for 2000 (the current year). All earnings per share
amounts represent diluted earnings per share.
Total debt decreased $6.7 million to $7.3 million at July 29, 2000, compared to
$14.0 million at July 31, 1999, despite using $3.1 million to repurchase common
stock in April, 2000 and investing $1 million for a new Internet site. The
Company's availability to borrow under its bank credit agreement, as of July 29,
2000, increased to $28.2 million, which was $10.1 million higher than the same
time last year.
10
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 7/29/00
Results of Operations - The following table is derived from the Company's
---------------------
condensed consolidated statements of operations and sets forth, for the periods
indicated, the items included in the condensed consolidated statements of
operations, expressed as a percentage of net sales.
<TABLE>
<CAPTION>
Percentage of Net Sales Percentage of Net Sales
Three Months Ended Six Months Ended
------------------------- -------------------------
July 29, July 31, July 29, July 31,
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales............................. 100.0% 100.0% 100.0% 100.0%
Cost of goods sold.................... 52.2 51.9 51.1 50.6
-------- -------- -------- --------
Gross profit.......................... 47.8 48.1 48.9 49.4
General and administrative expenses... 9.1 9.7 9.8 9.8
Sales and marketing expenses.......... 35.9 35.9 35.5 37.0
Store opening costs................... -- -- -- 0.1
Executive payout and other costs...... -- 4.9 -- 2.5
-------- -------- -------- --------
Operating income (loss)............... 2.8 (2.4) 3.6 --
Interest expense, net................. 0.6 0.6 0.6 0.7
-------- -------- -------- --------
Income (loss) before income taxes..... 2.2 (3.0) 3.0 (0.7)
Provision (benefit) for income taxes.. .8 (1.2) 1.2 (0.2)
-------- -------- -------- --------
Net income (loss)..................... 1.4% (1.8)% 1.8% (0.5)%
======== ======== ======== ========
</TABLE>
Net Sales - Total sales for the second quarter of 2000 increased 1.5%, to $44.9
---------
million, compared to $44.2 million in 1999, while comparable store sales were
even in the second quarter of 2000. Total sales for the first half of 2000
increased 3.9%, to $91.3 million, compared to $87.8 million in 1999, while
comparable store sales increased 3.6% in the first half of 2000. The sales were
driven by increases in sportcoats, slacks and sportswear as the Company
continues to expand its assortment to meet the demand for corporate casual in
the workplace. For the first half of 2000, suits were 34% of total sales
compared to 39% in the first half of 1999, thus demonstrating the shift to
corporate casual.
Gross Profit - Gross profit (sales less cost of goods sold) as a percent of
------------
sales decreased in both the second quarter and six months ended July 29, 2000.
The decrease in the quarter relates primarily to clearing excess inventory while
the decrease for the six months relates primarily to an aggressive sales
promotion in February 2000 when the Company achieved a 20% comparable store
sales increase.
General and Administrative Expenses - General and administrative expenses
-----------------------------------
decreased $.2 million in the second quarter of 2000 and increased $.3 million in
the six months ended July 29, 2000 compared to the same period last year. The
decrease in the second quarter relates primarily to lower professional fees and
travel expenses while the increase for the six month period relates primarily to
an increase in accrued incentive compensation expense.
11
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 7/29/00
Sales and Marketing Expenses - Sales and marketing expenses (which consist
----------------------------
primarily of store occupancy, advertising, and store payroll costs) increased
$.2 million in the second quarter of fiscal 2000 and were even for the first six
months of 2000. These differences were the result of reduced promotional
spending in 2000, as offset by increased occupancy for additional stores.
Store Opening Costs - Store opening costs were immaterial in the second quarter
-------------------
of each year. Store opening costs decreased to $46 thousand during the first six
months of 2000. The Company opened two factory stores in the first quarter of
2000 compared to three full-line stores opened in the first half of 1999. The
Company does not run an opening advertising campaign for factory stores as it
does for the opening of full line stores.
Interest Expense - Interest expense decreased slightly in the first half of 2000
----------------
compared to the prior year due primarily to the lower average outstanding
balance in the current year being partially offset by higher interest rates.
Income Taxes - The first half fiscal 2000 effective income tax rate is 39% which
------------
is the same as 1999.
Liquidity and Capital Resources - The Company has substantial availability under
-------------------------------
its current borrowing agreement. At July 29, 2000, the Company had outstanding
borrowings of $4.3 million with $28.2 million of availability under its Credit
Agreement compared to borrowings of $11.5 million and availability of $18.4
million at the same time last year.
The following table summarizes the Company's sources and uses of funds as
reflected in the condensed consolidated statements of cash flows:
Six Months Ended
-------------------
July 29, July 31,
2000 1999
-------- --------
Cash provided by (used in):
Operating activities $ 5,777 $ (1,220)
Investing activities (931) (3,564)
Financing activities (5,133) 4,872
Discontinued operations 301 2
-------- --------
Net increase in cash and cash equivalents $ 14 $ 90
======== ========
Cash provided by operating activities was primarily from income generated from
operations, an increase in accounts payable and a decrease in inventories. Cash
used in investing activities primarily relates to the purchase and installation
of the Company's new e-commerce website, and the opening and renovation of
stores. Cash used in financing activities primarily represents the repurchase of
common stock partially offset by borrowings on the revolving portion of the
Credit Agreement.
The Company expects to spend between $4 and $5 million on capital expenditures
in fiscal 2000, primarily to open between six and eight new stores, to relocate,
downsize or renovate at least two stores, to install a new e-commerce website to
replace its existing site and to install an inventory planning system. The
capital expenditures will be financed through operations, the Credit Agreement
and possibly leasing arrangements.
12
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 7/29/00
The Company's Credit Agreement expires in April, 2001 based on its original
term. The Company expects to obtain extended financing prior to the end of 2000
and does not anticipate any problems obtaining its financing. However, there can
be no assurance that such financing will be obtained on acceptable terms.
The Company's statements concerning future operations contained herein are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
forecast due to a variety of factors that can adversely affect the Company's
operating results, liquidity and financial condition such as risks associated
with economic, weather and other factors affecting consumer spending, the
ability of the Company to finance its expansion plans, the mix of goods sold,
pricing, availability of lease sites for new stores and other competitive
factors. Many of the risks are described in the Company's reports filed with the
Securities and Exchange Commission, which should be carefully reviewed before
making any investment decision.
13
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 7/29/00
PART II. OTHER INFORMATION
Item 6. Exhibit
----------------
(a) Exhibit 27 - Financial Data Schedule
14
<PAGE>
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 7/29/00
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.
Dated: September 12, 2000 Jos. A. Bank Clothiers, Inc.
(Registrant)
/s/ David E. Ullman
__________________________________
David E. Ullman
Executive Vice President, Chief Financial Officer
15
