1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MAY 31, 2000 COMMISSION FILE NUMBER 0-15247 REEDS JEWELERS, INC. (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-1441702 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2525 SOUTH SEVENTEENTH STREET WILMINGTON, NORTH CAROLINA 28401 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (910) 350-3100 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 outstanding of each of the issuer's class of common stock, as of the latest practicable date. The number of outstanding shares of Common Stock, par value $0.10 per share, as of July 12, 2000 was 8,476,372. 2 Part I ITEM 1. FINANCIAL STATEMENTS The consolidated financial statements included herein have been prepared by Reeds Jewelers, Inc. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K for the fiscal year ended February 29, 2000. 2 3 REEDS JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS FEBRUARY 29 MAY 31 MAY 31 2000 2000 1999 ---------------------------------------- ASSETS (UNAUDITED) (UNAUDITED) Current assets: Cash and cash equivalents.............................................................. $ 895,000 $ 666,000 $ 1,376,000 Accounts receivable: Customers, less allowance of $4,060,000, $3,845,000, and $3,658,000.................. 48,897,000 46,416,000 44,164,000 Other................................................................................ 758,000 1,335,000 746,000 Merchandise inventories................................................................ 46,253,000 54,777,000 46,674,000 Deferred income taxes, net of valuation allowance of $151,000, $144,000, and $136,000.. 2,249,000 2,124,000 2,069,000 Other.................................................................................. 486,000 696,000 545,000 ---------------------------------------- Total current assets........................................................... 99,538,000 106,014,000 95,574,000 Property, furniture and equipment: Land and building...................................................................... 83,000 83,000 83,000 Furniture and equipment................................................................ 22,691,000 24,481,000 20,217,000 Leasehold improvements................................................................. 11,575,000 11,747,000 11,292,000 ---------------------------------------- 34,349,000 36,311,000 31,592,000 Less accumulated depreciation and amortization......................................... 19,305,000 20,081,000 18,596,000 ---------------------------------------- Net property, furniture and equipment.......................................... 15,044,000 16,230,000 12,996,000 Other assets: Goodwill, net of accumulated amortization of $2,547,000, $2,658,000, and $2,212,000.... 5,849,000 5,737,000 6,184,000 Deferred income taxes, net of valuation allowance of $12,000, $12,000, and $13,000..... 173,000 178,000 211,000 Miscellaneous.......................................................................... 733,000 759,000 661,000 ---------------------------------------- 6,755,000 6,674,000 7,056,000 ---------------------------------------- TOTAL ASSETS............................................................................. $121,337,000 $128,918,000 $115,626,000 ======================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable....................................................................... $ 12,855,000 $ 15,657,000 $ 12,593,000 Accrued compensation................................................................... 3,569,000 1,880,000 1,732,000 Accrued expenses....................................................................... 2,712,000 3,107,000 2,785,000 Deferred revenue (Note C).............................................................. 314,000 182,000 754,000 Income taxes........................................................................... 2,233,000 -- 53,000 ---------------------------------------- Total current liabilities...................................................... 21,683,000 20,826,000 17,917,000 Revolving credit note.................................................................... 52,359,000 61,583,000 54,769,000 Subordinated notes payable to shareholders............................................... 845,000 845,000 845,000 Deferred income taxes.................................................................... 1,267,000 1,148,000 1,281,000 Deferred revenue (Note C)................................................................ -- -- 182,000 Other long-term liabilities.............................................................. 213,000 213,000 133,000 ---------------------------------------- Total liabilities.............................................................. 76,367,000 84,615,000 75,127,000 Shareholders' equity: Common stock, par value $.10 per share, 25,000,000 shares authorized, 8,476,372 shares issued and outstanding in 2000 and 1999............................................. 847,000 847,000 847,000 Additional paid-in capital............................................................. 10,560,000 10,560,000 10,560,000 Retained earnings...................................................................... 33,563,000 32,896,000 29,092,000 ---------------------------------------- Total shareholders' equity..................................................... 44,970,000 44,303,000 40,499,000 ---------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............................................... $121,337,000 $128,918,000 $115,626,000 ======================================== 3 4 REEDS JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF (LOSS) INCOME (UNAUDITED) THREE MONTHS ENDED MAY 31 2000 1999 --------------------------- Net sales................................................... $24,139,000 $23,419,000 Cost of sales............................................... 11,726,000 11,510,000 --------------------------- Gross profit......................................... 12,413,000 11,909,000 Selling, general, and administrative expenses............... 11,310,000 9,766,000 Depreciation and amortization............................... 960,000 852,000 --------------------------- Operating earnings................................... 143,000 1,291,000 Interest expense............................................ 1,138,000 797,000 --------------------------- (Loss) income before income taxes........................... (995,000) 494,000 Income tax (benefit) expense................................ (328,000) 163,000 --------------------------- Net (loss) income........................................... $ (667,000) $ 331,000 =========================== Basic and diluted net (loss) income per common share........ $ (0.08) $ 0.04 --------------------------- Weighted average shares outstanding - diluted............... 8,476,372 8,476,372 =========================== 4 5 REEDS JEWELERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED MAY 31 2000 1999 ---------------------------- OPERATING ACTIVITIES Net (loss) income...................................................... $ (667,000) $ 331,000 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation...................................................... 830,000 741,000 Amortization...................................................... 130,000 111,000 Loss on sale of property, furniture and equipment................. 42,000 2,000 Changes in operating assets and liabilities: Accounts receivable............................................. 1,904,000 1,598,000 Merchandise inventories......................................... (8,524,000) (5,876,000) Other current assets and other assets........................... (254,000) (133,000) Accounts payable................................................ 2,802,000 (3,045,000) Accrued compensation and expenses............................... (1,294,000) (1,892,000) Deferred revenue................................................ (132,000) (286,000) Income taxes.................................................... (2,232,000) (1,826,000) Other long-term liabilities..................................... -- 116,000 ---------------------------- Net cash used in operating activities.................................. (7,395,000) (10,159,000) INVESTING ACTIVITIES Purchases of property, furniture and equipment......................... (2,058,000) (966,000) ---------------------------- Net cash used in investing activities.................................. (2,058,000) (966,000) FINANCING ACTIVITIES Net proceeds from revolving credit note................................ 9,224,000 11,421,000 ---------------------------- Net cash provided by financing activities.............................. 9,224,000 11,421,000 ---------------------------- Net (decrease) increase in cash and cash equivalents................... (229,000) 296,000 Cash and cash equivalents at beginning of period....................... 895,000 1,080,000 ---------------------------- Cash and cash equivalents at end of period............................. $ 666,000 $ 1,376,000 ============================ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period for: Interest............................................................ $ 1,046,000 $ 738,000 ============================ Income taxes........................................................ $ 2,250,000 $ 1,878,000 ============================ 5 6 REEDS JEWELERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. MANAGEMENT'S OPINION These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the fiscal year ended February 29, 2000. Management of Reeds Jewelers, Inc. believes that the consolidated financial statements contained herein contain all adjustments necessary to present fairly the financial position, consolidated results of operations, and cash flows for the interim period. Management also believes that all adjustments so made are of a normal and recurring nature. B. RECLASSIFICATIONS Certain reclassifications were made to the 1999 financial statements to conform to the classifications used in 2000. The reclassifications had no effect on net income or shareholders' equity as previously reported. C. DEFERRED REVENUE For the fiscal years ended prior to February 28, 1999, in accordance with FASB Technical Bulletin 90-1, "Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts," revenue from these contracts was deferred and recognized in income on a straight-line basis over the contract period. This deferred revenue has been separated into its current and long-term portions on the balance sheet. Commission costs that were directly related to the acquisition of these contracts were deferred and charged to expense in proportion to the revenue recognized. All other costs, such as costs of services performed under the contracts, general and administrative expenses, and advertising expenses, were charged to expense as incurred. Previously deferred extended service contract revenue recognized for the quarters ended May 31, 2000 and 1999 of $121,000 and $264,000, respectively, has been reflected as a reduction of selling, general, and administrative expenses. During the first quarter of the fiscal year ended February 28, 1999, the Company stopped selling its own extended service contracts and began selling such contracts on behalf of unrelated third parties only. These contracts provided for warranty periods of 24 to 36 months. As a result of this change, the Company will continue to recognize existing deferred revenues from previously sold contracts through January 31, 2001 and now recognizes commission revenue for the unrelated third-party extended warranty plans at the time of sale. 6 7 D. OPERATING SEGMENT INFORMATION In June 1997, SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information," was issued effective for fiscal years ending after December 15, 1998. The Company now reports two segments, retail operations and credit operations. Separate financial information is produced internally and is regularly reviewed by the chief operating decision-maker ("CODM"). The retail operations segment consists of all store locations and corporate headquarters. The stores have all been combined into one segment because they have similar basic characteristics, such as the nature of products, and the class of customers for their products. Corporate headquarters is included in this same segment due to the fact that its revenues earned are incidental to the Company's activities and it serves as a support system to the stores. The credit operations segment is primarily engaged in providing and maintaining financing for the Company's customers. This operation is aggregated since the CODM evaluates it separately. It also meets one of the three quantitative thresholds, the asset test, since it represents 10.0% or more of the combined assets of all operating segments. The following table summarizes the net sales, revenues, operating earnings, interest expense, assets, depreciation, and capital expenditures for each reportable segment for the three months ended May 31, 2000 and 1999. In the financial statements, other revenues are reflected as a reduction of selling, general, and administrative expenses and inter-segment revenue eliminates in consolidation. - ------------------------------------------------------------------------------- RETAIL CREDIT OPERATIONS OPERATIONS TOTAL - ------------------------------------------------------------------------------- FOR THE QUARTER ENDED MAY 31, 2000 Net Sales....................... $24,139,000 $ -- $ 24,139,000 Other revenues.................. 650,000 2,978,000 3,628,000 Inter-segment revenue........... -- 219,000 219,000 Operating (loss) earnings....... (1,309,000) 1,452,000 143,000 Interest expense................ 333,000 805,000 1,138,000 Identifiable assets............. 81,955,000 46,963,000 128,918,000 Depreciation and amortization... 947,000 13,000 960,000 Capital expenditures............ 2,026,000 32,000 2,058,000 FOR THE QUARTER ENDED MAY 31, 1999 Net Sales....................... $23,419,000 $ -- $ 23,419,000 Other revenues.................. 795,000 2,889,000 3,684,000 Inter-segment revenue........... -- 224,000 224,000 Operating (loss) earnings....... (425,000) 1,716,000 1,291,000 Interest expense................ 106,000 691,000 797,000 Identifiable assets............. 70,931,000 44,695,000 115,626,000 Depreciation and amortization... 807,000 45,000 852,000 Capital expenditures............ 837,000 129,000 966,000 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net Sales At May 31, 2000 the Company operated 112 stores in 17 states compared to 107 stores in 15 states at May 31, 1999. Total net sales for the first quarter ended May 31, 2000 were up 3.1% to $24,139,000 from $23,419,000 at the end of the first quarter last year. Same store sales, or stores open in comparable periods, were down 0.5% for the quarter. During the first quarter of fiscal 2001, the Company opened three stores, and has commitments to open six more stores during the current year. The sales of a retail jeweler depend upon having the right mixture of merchandise available in its stores. The Company has identified those inventory items that have the most favorable turnover and are the most profitable as core inventory items. The Company averaged 92.2% in-stock on its core items during first quarter fiscal 2001, compared to 96.1% last year; it averaged 87.0% in-stock on its entire basic merchandise mix compared to 83.6% during the same quarter a year ago. For the quarter ended May 31, 2000, core merchandise accounted for 57.1% of net sales, 78.1% of the items offered in the Company's basic merchandise mix, and 44.6% of its inventory investment. During the same quarter last year, core merchandise accounted for 49.9% of net sales, 52.3% of the items offered in the Company's basic merchandise mix, and 37.4% of its inventory investment. Credit sales for the first quarter of fiscal 2001 accounted for 46.9% of net sales compared to 49.6% a year earlier, and cash sales were 53.1% of net sales compared to 50.4%. Although the total transactions during the quarter were down 6.1% compared to last year same quarter, the average transaction size increased 12.3% for credit sales and 13.8% for cash sales. Management believes that its proprietary financing program is a strategic competitive strength and seeks to optimize its risk-reward ratio by financing up to 55.0% of net sales. The average price of each piece of merchandise sold in first quarter 2001 was $247, up 5.6% from $234 a year earlier. Management plans to increase this average by approximately 7.0% in the current year as it continues to increase its offerings of higher price points. Gross Profit Gross margins were 51.4% of net sales for first quarter of fiscal 2001, up from 50.9% for the same period a year earlier. The increase in gross margins was primarily from lower inventory shrinkage during the first quarter ended May 31, 2000 compared to last year. Management has developed plans to continue to increase gross margins during the current fiscal year. These plans include changes in sources for certain items and less discounting as the result of training emphasis and continuing to reward sales associates for achieving goals for both sales and gross margins. Selling, General, and Administrative Expenses (SG&A) Selling, general, and administrative expenses as a percentage of net sales were 46.9%, and 41.7% for the quarters ended May 31, 2000 and 1999, respectively. Significant expense categories are reflected on a normalized basis for the first quarters of the last two fiscal years in the following table: 2001 2000 ---- ---- Compensation - salaries & hourly wages............ 20.3 % 19.7 % Compensation - bonuses & commissions.............. 3.8 % 4.5 % Compensation - benefits & other personnel costs... 5.5 % 3.6 % Rents for space................................... 13.0 % 12.0 % Advertising....................................... 5.3 % 6.0 % Bad debt.......................................... 4.5 % 3.5 % Finance charges................................... (9.3)% (9.1)% Compensation from salaries and hourly wages increased at a faster rate than net sales. The increase was due to a yearly raise of approximately 5.0%. The increase in compensation from benefits and other personnel costs for the first quarter of fiscal 2001 compared to first quarter of fiscal 2000 resulted from an increase in health insurance expense. The Company also experienced an increase in the negotiated base rents for new store openings. 8 9 Bad debt increased to $1,090,000 from $827,000 and rose to 4.5% of net sales for the quarter compared to 3.5% a year earlier. Gross write-offs for bad debts were $1,562,000 versus $1,228,000 in the same quarter last year. Net write-offs, after recovery of amounts previously written off, were $1,305,000 and $951,000 for the first quarter of the current and prior fiscal year, respectively. At the end of the first quarter of fiscal 2001 and 2000 the allowance for doubtful accounts was approximately 7.65% of customer receivables (prior to the allowance for doubtful accounts). The average delinquent account (accounts more than 90 days past due) represented 10.1% and 8.4% of the Company's accounts receivable portfolio for the first quarter of fiscal 2001 and 2000, respectively. The Company's policies and procedures regarding credit authorization, collection, and write-offs have not changed significantly during each of the two periods. However, during the first quarter ended May 31, 1999, the Company changed its portfolio mix to include young adults in a test program. The approval rate on applications was 57.4% for the first quarter last year and 45.3% for the first quarter of the current year. Management made the decision in the third quarter of fiscal 2000 to end the test program. Although bad debt has increased quarter to quarter, management believes that over the next year the portfolio will return to historical levels of mix and approval rate. In July, the Company expects to begin operation of First Retail Bank, N.A. and expects to see an annualized average increase of 200 basis points in finance charge yield, late charge income, and other revenues. Currently, the Company must comply with the state-mandated interest rates and fee limitations under the laws and regulations of 17 separate states. The Bank, whose office will be located in the state of Georgia, will be able to export the interest rate and terms from the state of Georgia to all states in which the Company has customers. In the first quarter of fiscal 1999 the Company began selling extended service agreements on behalf of an unrelated third party versus selling them in-house. The Company will continue to recognize deferred revenue from extended service agreements previously sold by the Company through January 31, 2001. The Company will now recognize commission revenue for the unrelated third-party extended service agreements at the time of sale. Previously deferred extended service agreements revenue recognized for the quarters ended May 31, 2000 and 1999 of $121,000 and $264,000, respectively, as well as commission revenues of $528,000 and $532,000, respectively, have been reflected as a reduction of selling, general, and administrative expenses. Extended service agreements equaled 2.1% and 2.8% of net sales during the quarter ended May 31, 2000 and 1999, respectively. Interest Expense Interest expense was 4.7% of net sales for the quarter ended May 31, 2000 as compared to 3.4% in 1999. The increase in interest expense was partly due to an increase in average borrowings and partly due to a higher market rate of interest. Average borrowings were 22.7% higher than the same time frame a year ago, and the Company's effective interest rate for the first quarter of fiscal 2001 was 7.8% compared to 6.6% in fiscal 2000. Income Taxes The (benefit) provision for income taxes was $(328,000) in 2001 and $163,000 in 2000. The net effective tax rate in each of the three years was approximately 33.0%. LIQUIDITY AND CAPITAL RESOURCES The Company requires cash for purchasing inventory, opening new stores, making leasehold improvements, and acquiring equipment. Working capital needs normally peak in the fall as the Company increases inventories to meet anticipated demand during the all-important Christmas selling season. The Company's long-term growth strategy will require increasing working capital to fund capital expenditures, receivables, and inventories for new stores. Working capital requirements will be financed by funds generated from operations and bank lines described below. Cash used in operations at May 31, 2000 was $7,395,000 compared to $10,159,000 at May 31, 1999. Working Capital Working capital increased 9.7% at May 31, 2000 to $85,188,000 from $77,657,000 at May 31, 1999. The resulting ratio of current assets to current liabilities as of May 31, 2000 was 5.1 to 1, compared to 5.3 to 1 at May 31, 1999. Capital expenditures totaled $2,058,000 and $966,000 for the quarters ended May 31, 2000 and 1999, respectively. 9 10 The Company plans to open a total of nine or more stores throughout the current fiscal year, three of which were opened during the first quarter ended May 31, 2000. The Company has a budget of approximately $6,600,000 for capital expenditures in the fiscal year ending February 28, 2001 for new store openings, major and minor remodels, and other equipment. The Company, with capital expenditures of $837,000, opened an e-commerce site, Reeds.com, on December 22, 1999. The Company also intends to have additional capital expenditures this year related to the Internet site of approximately $400,000. These capital expenditures will be financed by funds generated from operations and bank lines described below. The Internet site offers consumers the opportunity to buy diamond jewelry, gold jewelry and giftware online. Customers can also apply for credit online. Debt Borrowings under the Company's revolving credit facility averaged $57.4 million during the first quarter of fiscal 2001 and $46.0 million during the same quarter a year ago. The maximum borrowings outstanding under the facility at any time during each of the quarters were $61.6 million and $54.8 million, respectively. At May 31, 2000, $61.6 million was outstanding under the facility compared to $54.8 million at May 31, 1999. In April 1999, the Company, its existing banks, and two additional banks entered into an amended revolving credit agreement whereby the Company may borrow up to $65,000,000 through June 30, 2002 on terms similar to those of the previous agreement. Under the new agreement, the Company pays interest monthly at an interest rate ranging from the 30-day LIBOR rate (6.64% at May 31, 2000) plus 125 basis points to 185 basis points or prime (9.50% at May 31, 2000) plus 25 basis points, depending upon the Company's debt-to-worth ratio. The Company had $61,583,000 outstanding on this revolver at May 31, 2000, which is classified as a long-term liability based on its expiration date. The revolving credit agreement is collateralized by substantially all of the Company's assets. The various loan agreements contain financial covenants including those that limit dividend payments and additional borrowings and prohibit new store openings if an event of default exists. The Company also has subordinated notes totaling $845,000 with three related parties, with interest payable monthly at the prime rate (9.50% at May 31, 2000) quoted in The Wall Street Journal. The notes are unsecured and are subordinate to the revolving bank note, which is collateralized by substantially all of the Company's assets. Disclosure Regarding Forward-Looking Statements The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective information about their companies without fear of litigation so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the statement. Various forward-looking statements have been made throughout this discussion, including comments about: (i) planned store openings; (ii) expected increases in finance charge yields; (iii) expected increases in gross margins; (iv) expected increases in the average price of merchandise sales; and (v) goals for the mix of credit and cash sales. 10 11 Accordingly, the Company hereby identifies the following important factors that could cause the Company's actual financial results to differ materially from those projected by the Company in forward-looking statements: (i) lack of available locations on terms acceptable to the Company; (ii) unexpected changes in the marketing and pricing strategies of competitors; (iii) adverse changes in the political environments of countries providing raw materials for the jewelry industry; (iv) adverse changes in consumer spending or consumer credit-worthiness; (v) significant changes in interest rates; or (vi) the loss of key executives. Impact of Inflation In management's opinion, changes in net sales and net earnings that have resulted from inflation and changing prices have not been material during the periods presented. There is no assurance, however, that inflation will not materially affect the Company in the future. 11 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings. The Company is from time to time involved in routine litigation incidental to the conduct of its business. The Company believes that no currently pending litigation to which it is a party will have a material adverse effect on its consolidated financial condition or results of operations. Item 2. Changes in Securities. 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. 27 Financial Data Schedule (b) Reports on Form 8-K. Not applicable. 12 13 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. REEDS JEWELERS, INC. July 12, 2000 /s/ James R. Rouse - ------------------------------- ---------------------------------- James R. Rouse Treasurer and Chief Financial Officer 13