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 October 30, 1999
--------------------
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Commission File Number 0-23874
-------------
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 December 7, 1999
---------------------------- ----------------------------------
Common stock. $.01 par value 6,830,027
Jos. A. Bank Clothiers, Inc.
Index
Part I. Financial Information Page No.
--------------------- --------
Item 1. Financial Statements
Condensed Consolidated Statements 3
of Operations - Three and Nine Months
ended October 30, 1999 and
October 31, 1998
Condensed Consolidated Balance 4
Sheets - as of October 30, 1999 and
January 30, 1999
Condensed Consolidated Statements 5
of Cash Flows -Nine Months
ended October 30, 1999 and
October 31, 1998
Notes to Condensed Consolidated 6-10
Financial Statements
Item 2. Management's Discussion and Analysis 10-15
of Results of Operations and
Financial Condition
Part II. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K 16
(a) Exhibits - Exhibit 27-Financial Data
Schedule (EDGAR filing only)
Signatures 17
- ---------- --
2
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 Nine Months Ended
-------------------------- --------------------------
Oct. 30, Oct. 31, Oct. 30, Oct. 31,
1999 1998 1999 1998
---------- ----------- ---------- -----------
Net sales $ 43,739 $ 44,584 $ 131,549 $ 129,914
Costs and expenses:
Cost of goods sold 22,177 22,268 66,603 66,176
General and administrative 4,866 4,618 13,506 13,424
Sales and marketing 16,596 15,552 49,066 44,598
Store opening costs 77 180 139 541
One-time charge:
Executive payout and other costs -- -- 2,177 --
---------- ----------- ---------- -----------
43,716 42,618 131,491 124,739
---------- ----------- ---------- -----------
Operating income 23 1,966 58 5,175
Interest expense, net 409 535 984 1,409
---------- ----------- ---------- -----------
Income (loss) from continuing operations
before provision for income taxes (386) 1,431 (926) 3,766
Provision (benefit) for income taxes (150) (807) (361) 103
---------- ----------- ---------- -----------
Income (loss) from continuing operations (236) 2,238 (565) 3,663
Loss from discontinued operations (net of tax) -- -- -- (51)
---------- ----------- ---------- -----------
Net income (loss) $ (236) $ 2,238 $ (565) $ 3,612
========== =========== ========== ===========
Earnings per share:
Income (loss) from continuing operations:
Basic $ (0.03) $ 0.33 $ (0.08) $ 0.54
Diluted $ (0.03) $ 0.32 $ (0.08) $ 0.53
Discontinued operations (net of tax):
Basic $ -- $ -- $ -- $ (.01)
Diluted $ -- $ -- $ -- $ (.01)
Net income (loss):
Basic $ (0.03) $ 0.33 $ (0.08) $ 0.53
Diluted $ (0.03) $ 0.32 $ (0.08) $ 0.52
Weighted average shares outstanding:
Basic 6,792 6,791 6,792 6,791
Diluted 6,792 6,946 6,792 6,958
See accompanying notes.
3
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
October 30, January 30,
1999 1999
------------ ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 765 $ 748
Accounts receivable 3,918 2,808
Inventories:
Raw materials 4,646 5,178
Finished goods 53,080 39,650
------------ ------------
Total inventories 57,726 44,828
------------ ------------
Prepaid expenses and other
current assets 5,854 4,189
Deferred income taxes 3,660 2,883
------------ ------------
Total current assets 71,923 55,456
------------ ------------
Property, plant and equipment,
at cost 55,707 51,779
Accumulated depreciation and
amortization (29,253) (27,232)
------------ ------------
Net property, plant and equipment 26,454 24,547
------------ ------------
Deferred income taxes 1,970 2,000
Other assets 328 512
------------ ------------
TOTAL ASSETS $ 100,675 $ 82,515
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 15,588 $ 14,012
Accrued expenses 13,976 12,504
Current portion of long-term debt 1,016 1,111
Net current liabilities of
discontinued operations 759 767
------------ ------------
Total current liabilities 31,339 28,394
Long-term liabilities 27,463 11,808
------------ ------------
TOTAL LIABILITIES 58,802 40,202
------------ ------------
Shareholders' equity:
Common stock 70 70
Additional paid-in capital 56,518 56,393
Accumulated deficit (12,795) (12,230)
------------ ------------
43,793 44,233
Less treasury stock (1,920) (1,920)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 41,873 42,313
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 100,675 $ 82,515
============ ============
See accompanying notes.
4
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
Nine Months Ended
-----------------------------------------
October 30, October 31,
1999 1998
------------ -------------
Cash flows from operating activities:
Net income (loss) $ (565) $ 3,612
Loss from discontinued operations -- 51
------------- -------------
Income (loss) from continuing operations (565) 3,663
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Increase in deferred taxes (747) (299)
Depreciation and amortization 2,917 2,854
Stock based compensation 63 44
Net increase in operating working capital (12,463) (9,646)
------------- -------------
NET CASH USED IN OPERATING ACTIVITIES
OF CONTINUING OPERATIONS (10,795) (3,384)
------------- -------------
Cash flows from investing activities:
Additions to property, plant and equipment (4,824) (5,012)
------------- -------------
NET CASH USED IN INVESTING ACTIVITIES
OF CONTINUING OPERATIONS (4,824) (5,012)
------------- -------------
Cash flows from financing activities:
Borrowings under long-term Credit Agreement 49,319 33,416
Repayment under long-term Credit Agreement (33,496) (24,540)
Borrowings of other long-term debt -- 277
Repayment of other long-term debt (241) (241)
Sale of Common Stock 62 --
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES
OF CONTINUING OPERATIONS 15,644 8,912
------------- -------------
Net cash used in discontinued operations (8) (191)
------------- -------------
Net increase in cash and cash equivalents 17 325
Cash and cash equivalents - beginning of period 748 564
------------- -------------
Cash and cash equivalents - end of period $ 765 $ 889
============= =============
See accompanying notes.
5
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 10/30/99
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 30, 1999 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.
Reclassifications - Certain reclassifications have been made to the October
31, 1998 financial statements in order to conform with the October 30, 1999
presentation.
6
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 10/30/99
3. WORKING CAPITAL
The net change in operating working capital is composed of the following:
Nine Months Ended
----------------------------
Oct. 30, Oct. 31,
1999 1998
----------- -----------
Increase in accounts receivable $ (1,110) $ (1,462)
Increase in inventories (12,898) (11,748)
Increase in prepaids and other assets (1,481) (1,395)
Increase in accounts payable 1,576 1,434
Increase in accrued expenses and
other liabilities 1,450 3,525
----------- -----------
Net increase in operating working capital $ (12,463) $ (9,646)
=========== ===========
4. EARNINGS PER SHARE
Earnings Per Share - Statement of Financial Accounting Standards (SFAS) No.
128 requires presentation of basic earnings per share and 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 Nine Months Ended
----------------------- -------------------------
Oct. 30, Oct. 31, Oct. 30, Oct. 31,
1999 1998 1999 1998
----- ----- ----- -----
Weighted average shares
outstanding for basic EPS 6,792 6,791 6,792 6,791
Diluted EPS:
Dilutive effect of
common stock equivalents -- 155 -- 167
----- ----- ----- -----
Weighted average shares
outstanding for diluted EPS 6,792 6,946 6,792 6,958
===== ===== ===== =====
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
Jos. A. Bank Clothiers, Inc.
S.E.C. Form 10-Q, 10/30/99
5. DISCONTINUED OPERATIONS
Summarized financial information for the discontinued operations is as follows
(in thousands):
Three Months Ended Nine Months Ended
-------------------------- -----------------------
Oct. 30, Oct. 31, Oct. 30, Oct. 31,
1999 1998 1999 1998
---- ---- ---- ----
Loss before income taxes $ -- $ -- $ -- $(84)
Net loss $ -- $ -- $ -- $(51)
As of As of
Oct. 30, Jan. 30,
1999 1999
---------- -----------
Current assets $ 456 $ 1,159
Less current liabilities 1,215 1,926
---------- -----------
Net current (liabilities) $ (759) $ (767)
========== ===========
Noncurrent assets $ 241 $ 241
Noncurrent liabilities 241 241
---------- -----------
Net noncurrent assets $ -- $ --
========== ===========
Revenues of the manufacturing operations primarily represent intercompany sales
which have been eliminated in consolidation.
Net current and noncurrent assets/liabilities of discontinued operations noted
above includes receivables, plant and equipment, pension termination and other
transaction costs associated with the discontinued manufacturing operations.
6. SEGMENT REPORTING
The Company has two reportable segments: full line stores and catalog direct
marketing (including internet). 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 30, 1999 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), interest and income
taxes. Certain segment data is presented in the following table:
8
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
THREE MONTHS ENDED OCTOBER 30, 1999 Full line Catalog Direct
(in thousands) Stores Marketing Other Total
------------- ------------- ------------ -------------
Net sales $ 36,700 $ 4,923 $ 2,116 (a) $ 43,739
Depreciation and amortization 793 4 201 998
Operating income (b) 4,945 475 (5,397) 23
THREE MONTHS ENDED OCTOBER 31, 1998
(in thousands)
Net sales $ 37,629 $ 4,938 $ 2,017 (a) $ 44,584
Depreciation and amortization 725 4 263 992
Operating income (b) 6,097 693 (4,824) 1,966
NINE MONTHS ENDED OCTOBER 30, 1999 Full line Catalog Direct
(in thousands) Stores Marketing Other Total
------------- ------------- ------------ -------------
Net sales $ 110,316 $ 15,815 $ 5,418 (a) $ 131,549
Depreciation and amortization 2,299 11 604 2,914
Operating income (b) 14,950 1,624 (16,516) 58
NINE MONTHS ENDED OCTOBER 31, 1998
(in thousands)
Net sales $ 108,879 $ 15,557 $ 5,478 (a) $ 129,914
Depreciation and amortization 2,074 11 769 2,854
Operating income (b) 16,808 2,324 (13,957) 5,175
(a) Revenue from segments below the quantitative thresholds are attributable
primarily to four operating segments of the Company. Those segments include
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 for the reported segments represents profit before
allocations of overhead from corporate office and the distribution center,
interest and income taxes.
7. EXECUTIVE PAYOUT AND OTHER COSTS
During the second quarter of 1999, the Company's Chairman/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, net of tax, in the second
quarter of 1999.
The Company will also incur a charge of up to $.9 million in the fourth quarter
of 1999 related to a) the payout to its former President who left the Company in
November, 1999 (approximately $.4
9
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
million), b) the discontinuation of its Corporate Decorated business
(approximately $.2 million) and c) relocation costs for several new officers
($.3 million). The charge for the President includes a cash payment as well as
the write-off of notes receivable. The relocation costs will be expensed as
incurred, with substantially all expenses expected in the fourth quarter of
1999. These charges would reduce basic earnings per share by approximately $.08,
principally in the fourth quarter of 1999.
8. ISSUANCE OF OPTIONS
Effective November, 1999, the Company hired a new CEO. The new CEO's contract
terms include, among other provisions, a stock option grant (the "Options") to
purchase up to 600,000 shares (the "Option Shares") of the Company's stock at
the average per share closing price of the Company's Common Stock for the 30 day
trading period commencing ten trading days prior to the CEO's start date. The
actual exercise price was determined to be $3.4032 per share. The option shares
and price are subject to adjustment in the event that the outstanding shares of
Common Stock of the Company are subsequently changed by reason of
reorganization, merger, consolidations, recapitalization, or other similar
equity transaction. The options shall vest and become exercisable as follows: a)
200,000 of the options are currently vested, b) an additional 200,000 become
vested on November 1, 2000 and c) 200,000 become vested on the earlier of
September 30, 2009 and the first date after which the average closing price of
the Common Shares for any consecutive 90-day period equals or exceeds $8.00 per
share and will not be exercisable after November 1, 2009. Upon the occurrence of
a change in control (as defined in the new CEO's employment agreement), any then
invested installments of the Option shall vest and become immediately
exercisable.
In addition, the Company hired an executive in December, 1999 whose contract
terms include a stock option grant (the "Options") to purchase up to 50,000
shares (the "Option Shares") of the Company's stock at $3.00 per share.
Currently 25,000 options are vested and the remaining 25,000 become vested on
December 6, 2000 and will not be exercisable after December 6, 2009.
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 30, 1999.
OVERVIEW - For the third quarter ended October 30, 1999, the Company recorded a
net loss of $236,000 ($.03 per share) compared to net income of $2,238,000 ($.32
per share) in the same period in 1998. The results noted above for 1998 include
a one-time tax benefit of $.20 per share. The results for the third quarter of
1999 were negatively impacted by weak sales in September as there was softness
in suit sales and more than half of the Company's stores were affected by severe
hurricane conditions along the east coast. The Company had projected a decline
in suit sales in 1999 as it continued its transition to expand its merchandise
offering; however, the decline was greater than projected.
For the nine months ended October 30, 1999, the Company had a net loss of
$565,000 ($.08 per share) compared to net income of $3,612,000 ($.52 per share)
for the same period in 1998. These results include a one-time charge of
approximately $1.3 million net of tax ($.20 per share) in 1999 for costs
incurred for the retirement of its former Chairman and a benefit of $1.4 million
($.20 per
10
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
share) in 1998 related to income taxes. Excluding one-time items, the Company's
net income from recurring operations was $763,000 ($.11 per share) for the nine
months ended October 30, 1999 compared to net income of $2.298,000 ($.33 per
share) in the same period in 1998.
The decreased nine month earnings in 1999 compared to 1998 relate principally to
the results from the first and third quarters of 1999. The first quarter of 1999
was negatively impacted by a new promotion that was run in March 1999 and failed
to increase traffic in the stores. The promotion was discontinued in late March
and the Company reversed the negative sales trend in the second quarter.
While the results for the first nine months of 1999 were below 1998, the fourth
quarter of 1999 has started strongly with a comparable store sales increase of
5.7 percent in November and solid catalog and internet sales.
The Company's availability under its Credit Agreement was $23.4 million as of
October 30, 1999, which was $.9 million lower that the same time last year. The
slight decrease in availability compared to 1998 relates to investments in new
stores and a new $2.1 million point-of-sale system.
The Company has opened 35 new stores since late 1996, including five new stores
in 1999. The Company has 108 stores as of October, 1999.
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.
Percentage of Net Sales Percentage of Net Sales
Three Months Ended Nine Months Ended
------------------------- -------------------------
Oct. 30, Oct. 31, Oct. 30, Oct. 31,
1999 1998 1999 1998
----- ----- ----- -----
Net Sales................................................. 100.0% 100.0% 100.0% 100.0%
Cost of goods sold........................................ 50.7 49.9 50.6 50.9
----- ----- ----- -----
Gross profit.............................................. 49.3 50.1 49.4 49.1
General and administrative expenses....................... 11.1 10.4 10.3 10.3
Sales and marketing expenses.............................. 37.9 34.9 37.3 34.3
Store opening costs....................................... 0.2 0.4 0.1 0.4
Executive payout and other costs.......................... -- -- 1.7 --
----- ----- ----- -----
Operating income.......................................... 0.1 4.4 0.0 4.0
Interest expense, net..................................... 0.9 1.2 0.7 1.1
----- ----- ----- -----
Income from continuing operations
before income taxes.................................... (0.8) 3.2 (0.7) 2.9
Provision (benefit) for income taxes ..................... (0.3) (1.8) (0.3) --
----- ----- ----- -----
Income from continuing operations......................... (0.5) 5.0 (0.4) 2.9
Loss from discontinued operations, net.................... -- -- -- (0.1)
----- ----- ----- -----
Net income (loss)......................................... (0.5)% 5.0% (0.4)% 2.8%
===== ===== ===== =====
11
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
NET SALES - Total sales in the third quarter of 1999 decreased 1.9% to $43.7
million compared to $44.6 million in 1998. This reduction in sales was due
primarily to a comparable store decrease of 6.2% for the quarter. The lower
store sales were primarily impacted by poor sales in September whereas October
sales increased. Total sales in the nine months ended October 30, 1999 increased
1.3 % to $131.5 million compared to $129.9 million in 1998. Comparable store
sales decreased 4.6% during the same period compared to 1998.
Catalog/internet sales in the third quarter decreased slightly (.3%) due to a
shift of certain catalog mailings into the fourth quarter of 1999. For the nine
months ended October 30, 1999, catalog/internet sales increased 1.7% with
internet sales continuing to achieve strong increases.
COST OF GOODS SOLD - Gross profit percent fell .8% in the third quarter to 49.3%
from 50.1% in 1998. This decrease was due to lower margins in tailored clothing
and shoes. Most other categories, including sportswear, shirts and ties
generated gross profit percent gains in the third quarter. Gross profit percent
decreased as the Company became more aggressive in its pricing in response to
the September sales shortfall.
GENERAL AND ADMINISTRATIVE EXPENSES - Generally and administrative expenses in
the third quarter increased slightly as a percent of sales to 11.1% from 10.4%
in 1998, principally as a result of less leverage on the lower sales volume.
Total expenditures increased in 1999 primarily for overhead for the Corporate
Decorated business and professional fees. During the nine months ended October
30, 1999, general and administrative expenses remained unchanged as a percent of
sales compared to the same period in 1998.
SALES AND MARKETING EXPENSES - Sales and marketing expenses increased in the
third quarter and nine months ended October 30, 1999 compared to last year due
primarily to an increase in marketing expense and additional store occupancy and
payroll costs in new stores. The higher marketing expense was primarily
attributable to increased radio and newspaper advertising needed to increase
customer traffic in the stores. The higher store occupancy and payroll costs
relate to additional stores opened since the second quarter of 1998. These costs
were not adequately levered as the new stores have not fully matured.
STORE OPENING COSTS - Store opening costs decreased in the third quarter and
nine months ended October 30, 1999 as the Company opened five stores during the
first nine months of 1999 compared to fourteen in the same period in 1998.
ONE-TIME CHARGES - 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.
The Company will also incur a charge of up to $.9 million in the fourth quarter
of 1999 related to a) the payout to its former President who left the Company in
November, 1999 (approximately $.4 million), b) the discontinuance of its
Corporate Decorated business (approximately $.2 million) and c) relocation costs
for several new officers ($.3 million). The charge for the President includes a
cash payment as well as the write-off of notes receivable. The relocation costs
will be expensed as incurred, with substantially all expenses expected in the
fourth quarter of 1999. These charges would reduce basic earnings per share by
approximately $.08, principally in the fourth quarter of 1999.
12
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
INTEREST EXPENSE - Interest expense was lower during the third quarter and nine
months ended October 30, 1999 compared to the same period in 1998. This
improvement was due primarily to a reduction in average total debt outstanding
during 1999 compared to the same period in 1998.
INCOME TAXES - At October 30, 1999, the Company had approximately $6 million of
tax net operating loss carryforwards (NOLs) which expire through 2010. SFAS No.
109 requires that the tax benefit of such NOLs be recorded as an asset to the
extent that management assesses the utilization of such NOLs to be "more likely
than not". Realization of the future tax benefits is dependent on the Company's
ability to generate taxable income within the carryforward period. Future levels
of operating income are dependent upon general economic conditions, including
interest rates and general levels of economic activity, competitive pressures on
sales and margins and other factors beyond the Company's control. Therefore no
assurance can be given that sufficient taxable income will be generated for full
utilization of the NOLs. During the third quarter of 1998, the Company
eliminated the $1.4 million valuation reserve reflecting the Company's
expectation that all of the NOL's will be utilized prior to expiration.
LIQUIDITY AND CAPITAL RESOURCES - At October 30, 1999 the Company had
outstanding borrowings of $19.7 million with $23.4 million of availability under
its Credit Agreement compared to borrowings of $17.3 million and availability of
$24.3 million at the same time last year. The decrease in availability relates
to investments in new stores and a new $2.1 million point-of-sale system.
The following table summarizes the Company's sources and uses of funds as
reflected in the condensed consolidated statements of cash flows:
Nine Months Ended
-----------------------------
Oct. 30, Oct. 31,
Cash provided by (used in): 1999 1998
------------- -----------
Operating activities $ (10,795) $ (3,384)
Investing activities (4,824) (5,012)
Financing activities 15,644 8,912
Discontinued operations (8) (191)
------------- -----------
Net increase in cash and cash equivalents $ 17 $ 325
============= ===========
Cash used by operating activities increased primarily due to higher inventory
levels to support new stores and as a result of lower-than-expected sales. Cash
used in investing activities relates primarily to a) build-out costs for new
stores, b) renovation and relocation of existing stores and c) initial payments
on the Company's new $2.1 million Point-of-Sale (POS) system which became
operational in all stores in the fourth quarter of 1999. Cash provided by
financing activities represents primarily borrowings on the revolving portion of
the Credit Agreement. The net cash provided by discontinued operations was due
primarily to a reduction in the trade receivable partially offset by payments
for severance and vacation.
The Company expects to spend between $6.0 million and $6.5 million on capital
expenditures in 1999, primarily to open 5 new stores in 1999, to relocate or
renovate 6 existing stores and install the new $2.1 million POS system. The
Company expects that the new POS system will significantly enhance customer
service and will ultimately improve the Company's ability to target direct
mailing and other advertising to its customers.
The capital expenditures are being financed through operations, the Credit
Agreement and fixture leasing arrangements. The Company believes that its
current liquidity and its Credit Agreement will be adequate to support its
current working capital and investment needs.
13
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
YEAR 2000 COMPLIANCE - The Company has devoted significant efforts for the past
year and one-half to ensure that its business-critical systems are "Year 2000
compliant". The Year 2000 ("Y2K") issue is the result of computer programs using
a two-digit format, as opposed to four digits, to indicate the year. Such
computer systems will be unable to accurately interpret dates beyond the year
1999, which could cause a system failure or other computer errors, leading to
disruptions in operations.
In 1998 the Company performed an assessment of its systems in order to identify
Y2K issues and identified its business-critical areas of exposure to be: (a)
merchandising and financial, (b) point-of-sale, (c) cash management, (d)
catalog, (e) warehouse management, and (f) third party relationships. Most of
the Company's applications operate on two IBM AS/400 hardware configurations and
are "off-the-shelf" packages with modifications and interfaces made by the
Company. The Company also relies on personal computers to prepare detailed
analysis. The
Company believes that by installing the vendor-developed upgrades to the latest
versions of its existing systems and re-working its modifications and
interfaces, most of the Y2K issues should be corrected. The vendors for the
merchandising, general ledger and catalog applications have certified that the
updated versions of their systems are Y2K compliant.
The Company completed the installation of the latest versions of its systems in
June 1999. In accordance with this plan, in August, 1998, the Company installed
and implemented the latest version of its merchandising, warehouse, sales audit,
accounts payable and general ledger system (which included many upgrades in
addition to Y2K compliance). In May 1999, the Company installed the latest
version of its Catalog system and the system is operating well. The payroll and
human resources system has also been upgraded to a Y2K compliant version. While
the prior POS system was believed to be Y2K compliant, the Company installed the
new POS system in 1999 to obtain the additional features of the new system. The
Company is finalizing the related Y2K testing for all applications.
The Company has identified certain third parties who supply product to the
Company. These parties do not expect to have any significant disruptions to
deliveries as a result of Y2K issues. The Company believes that the projected
year end inventory should be sufficient to support the critical needs of the
business into early 2000.
The Company has also reviewed its less critical and non-Information Technology
areas such as security and phone systems, etc., and has determined that these
items are substantially Y2K compliant and does not anticipate any major
disruptions.
Should these efforts not be successful, the Y2K problems could have a material
impact on the operations of the Company. Although there is a high level of
confidence that these efforts will be successful, there can be no guarantee that
these estimates will be achieved and actual results could differ materially from
those anticipated. The Company has developed a contingency plan should any of
its critical systems not operate in the Year 2000.
The Company estimates that it has spent approximately $1.0 million (representing
a combination of capital and expense) on these upgrades between 1998 and 1999,
although an exact amount related to Y2K compliance cannot be measured because
many of the upgrades include increased functionality as well as Y2K compliance.
The full year 1999 expense is estimated to be approximately $.3 million which is
about the same as in 1998.
14
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
The Company's plans and beliefs 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 mix of
goods sold, pricing, availability of lease sites for new stores and other
competitive factors.
15
PART II. OTHER INFORMATION
Item 6. Exhibit
Exhibit 10.16 - Employment Agreement, dated November 1, 1999 between
Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.
Exhibit 10.17 - Employment Agreement, dated November 30, 1999 between
Robert Hensley and Jos. A. Bank Clothiers, Inc.
Exhibit 27 - Financial Data Schedule
16
Jos. A. Bank Clothiers, Inc.
S.E.C.Form 10-Q 10/30/99
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: December 13, 1999 Jos. A. Bank Clothiers, Inc.
(Registrant)
/s/David E. Ullman
---------------------------
David E. Ullman
Executive Vice President,
Chief Financial Officer
17