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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1998
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 No. 1-8899
Claire's Stores, Inc.
(Exact name of registrant as specified in its charter)
Delaware 59-0940416
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3 S.W. 129th Avenue, Pembroke Pines, Florida 33027
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 433-3900
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $.05 par value New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class A Common Stock, $.05 par value
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 No
Indicate by check mark if disclosure of delinquent filers pursuant to item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
At March 31, 1998, the aggregate market value of the 40,319,011 shares of
voting stock held by non-affiliates of the registrant was $924,817,315.
At March 31, 1998, there were outstanding 45,591,522 shares of
registrant's Common Stock, $.05 par value, and 2,902,645 shares of the
registrant's Class A Common Stock, $.05 par value, including Treasury Shares.
DOCUMENTS INCORPORATED BY REFERENCE
The Proxy Statement for the 1998 Annual Meeting of Stockholders, to be
filed no later than 120 days after the end of the Registrant's Fiscal year
covered by this report, is incorporated by reference into Part III.
TABLE OF CONTENTS
PART I
Item Page No.
1. Business................................................ 3
2. Properties.............................................. 5
3. Legal Proceedings....................................... 7
4. Submission of Matters to a Vote of Security Holders..... 7
PART II
5. Market for Regristrant's Common Equity and Related
Stockholder Matters..................................... 7
6. Selected Financial Data................................. 8
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 9-15
7A. Quantitative and Qualitative Disclosures About
Market Risks............................................ 15
8. Financial Statements and Supplementary Data............. 15-29
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure...................... 29
PART III
10. Directors and Executive Officers of the Registrant....... 29
11. Executive Compensation.................................. 29
12. Security Ownership of Certain Beneficial Owners
and Management.......................................... 29
13. Certain Relationships and Related Transactions.......... 29
PART IV
14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K..................................... 30-31
PART I
Item 1. Business
General
Claire's Stores, Inc. (the "Company"), operating through its wholly-owned
subsidiaries, Claire's Boutiques, Inc. ("Claire's"), Claire's Puerto Rico
Corp. ("CPRC"), Claire's Canada Corp. ("CCC") and Claire's Accessories UK
Ltd. ("CUK") and its 50%-owned subsidiary Claire's Nippon Co., Ltd.
("Nippon"), is a leading mall-based retailer of popular-priced teens'
fashion accessories. As of March 31, 1998, the Company operated a total
of 1,752 such stores in 49 states, Canada, the Caribbean, the United
Kingdom and Japan. The stores are operated under the trade names
"Claire's Boutiques" or "Claire's Accessories" stores, "Topkapi" stores,
"The Icing" stores, "Claire's Etc." stores, "Accessory Place" stores,
"Bow Bangles" stores, "Dara Michelle" stores and "L'ccessory" stores
(collectively the "Fashion Accessory Stores").
The Fashion Accessory Stores specialize in selling popular-priced fashion
accessories designed to predominantly appeal to teenage females.
Merchandise in the Fashion Accessory Stores ranges in price between $2
and $20, with the average product priced at about $4. The stores average
960 square feet and are primarily located in enclosed shopping malls.
The Fashion Accessory Stores are similar in size and format and give the
Company the ability to have multiple store locations in malls. Although
the Company's stores are operated under several different trademarks, the
Company considers that its registered trademark "Claire's" is the only
one of material significance to its business. Although the Company faces
competition from a number of small specialty store chains and others
selling fashion accessories, in addition to one chain of approximately
700 stores, the Company believes that its Fashion Accessory Stores
comprise the largest and most successful chain of specialty retail stores
in the World devoted to the sale of popular-priced teens' fashion
accessories.
The Company's fashion accessory operations are divided into two principal
product categories. The Jewelry Division, which consists of costume
jewelry, including pierced earrings and ear piercing services, accounted
for 48.4%, 53.1% and 59.0% of sales for Fiscal years ending 1998, 1997
and 1996, respectively. The Accessories Division consists of other
fashion accessories, hair ornaments, totebags, apparel and trend gifts.
The following table compares sales of each division of merchandise sold
by the Company for the last three fiscal years (in thousands):
Fiscal Year Ended
Jan. 31, Feb. 1, Feb. 3,
1998 1997 1996
(In thousands)
Jewelry Division $241,955 48.4% $233,833 53.1% $203,583 59.0%
Accessories Division 258,197 51.6% 206,351 46.9% 141,298 41.0%
$500,152 100.0% $440,184 100.0% $344,881 100.0%
Sales of each category of merchandise vary from period to period depending on
current fashion trends. The Company experiences the traditional retail
pattern of peak sales during the Christmas, Easter and back-to-school
periods. Sales, as a percentage of total sales in each of the four quarters
of the fiscal year ended January 31, 1998 ("Fiscal 1998") were 22%, 23%, 23%
and 32% in the first, second, third and fourth quarters, respectively.
At March 31, 1998, the Company had approximately 8,500 employees, 52% of whom
were part-time. Part-time employees typically work up to 20 hours per week.
The Company has no collective bargaining agreements with any labor unions and
considers its employee relations to be good.
Fashion Accessory Stores
The Fashion Accessory Stores, averaging approximately 960 square feet, are
located primarily in enclosed shopping malls. Each store uses
Company-designed displays which permit the presentation of a wide variety of
items in a relatively small space.
The stores are distinctively designed for customer identification, ease of
shopping and quantity of selection. Store hours are dictated by the mall
operators and the stores are typically open from 10:00 A.M. to 9:00 P.M.,
Monday through Saturday, and, where permitted by law, from Noon to 5:00 P.M.
on Sunday.
Virtually all sales are made in cash, although the stores also accept credit
cards. The Company permits, with restrictions on certain items, returns for
exchange or refund.
The Company purchases its merchandise from approximately 300 suppliers.
Substantially all of the costume jewelry and fashion accessories sold are
purchased from importers or imported directly. All merchandise is shipped
from the suppliers to the Company's distribution facility in Hoffman Estates,
Illinois, a suburb of Chicago, or the distribution facility in Birmingham,
England. After inspection, merchandise is shipped via common carrier to the
individual stores. Stores typically receive three to five shipments a week.
Except as stated below, responsibility for managing the Fashion Accessory
Stores rests with the President and Chief Operating Officer of Claire's, who
reports to the President of the Company. The Company currently employs a
total of 166 District Managers, each of whom oversees approximately ten
stores in his or her respective geographic area and reports to one of 16
Regional Managers. Each Regional Manager reports to one of five Territorial
Vice Presidents, who in turn report to the Senior Vice President of store
operations. Each store is staffed by a Manager, an Assistant Manager and one
or more part-time employees. A majority of the District Managers have been
promoted from within the organization, while a majority of the Regional
Managers were hired externally. All of the Territorial Vice Presidents were
promoted from within the organization.
In Fiscal 1998, the Company continued to expand its international operations.
In addition to the operation of the 101 Bow Bangles stores in the United
Kingdom, 12 stores were opened in Canada. The Company now operates 102
stores in Canada. The Company plans to open an additional 15 to 25 stores in
Canada in the fiscal year ending January 30, 1999 ("Fiscal 1999"). Store
expansion continued in Japan as the Company, with its joint venture partner,
Jusco Co., Ltd., a Japanese Company, opened a net 14 stores in Fiscal 1998,
bringing the total number of stores operating in Japan to 54. Current plans
call for opening approximately 15 to 20 additional stores in Japan in Fiscal
1999.
Recent Developments
In March, 1998, the Company entered into a definitive agreement and plan of
merger (as amended, the "Merger Agreement") with Lux Corporation ("Lux"), a
closely held unisex teenage apparel chain operating under the trade name "Mr.
Rags". The Company expects to issue approximately 2 million shares of Common
Stock in the merger, which is expected to be accounted for as a pooling of
interests business combination. Consummation of the merger is subject to
customary conditions, including governmental approval. The Company
anticipates consummating the merger sometime during the second quarter of
Fiscal 1999, at which time Lux will become a wholly-owned subsidiary of the
Company. See Note 11 to the Company's Consolidated Financial Statements
accompanying this report.
The foregoing description of the merger is qualified in its entirety by
reference to the Merger Agreement and the annexes thereto, copies of which
are filed as Exhibit 2 to this report and incorporated herein by reference.
On January 30, 1998, the Company, through its wholly-owned subsidiary, Just
Nikki, Inc. ("Nikki"), distributed its first catalog under the "just nikki
:)" trade name. The catalog offers apparel and accessories targeted to
female teenagers. Nikki plans to distribute six catalog editions in its
first year of operations with a total circulation of approximately 10
million. Distribution of the catalogs will be made through direct mail
marketing and through the Company's stores. During the first year of
operation, Nikki plans to test numerous mailing lists purchased and rented
from Claire's and third parties.
The catalog business is highly competitive. Recent years have seen various
catalog start-ups catering to female teenagers. Nikki believes its marketing
plan and catalog design, its direct access to appropriate customer lists and
its ability to distribute catalogs through the Company's stores will enable
Nikki to compete effectively.
Item 2. Properties
The Company's 1,752 stores operating as of March 31, 1998 are located in 49
states, Canada, the United Kingdom, the Caribbean and Japan. The Company
leases all of its store locations, generally for terms of seven to ten years
(up to 25 years in the United Kingdom). Under the leases, the Company pays
a fixed minimum rent and/or rentals based on gross sales in excess of
specified amounts. The Company also pays certain other expenses (e.g.,
common area maintenance charges and real estate taxes) under the leases. The
internal layout and fixtures of each store are designed by management and
constructed under contracts with third parties.
Most of the Company's stores are located in enclosed shopping malls, while
some stores are located within central business districts and others are
located in "open-air" outlet malls. The Company actively seeks locations
that meet its criteria and opens new stores when opportunities are found
within its budget for expansion. Criteria include geographic location and
demographic aspects of communities surrounding the mall, acceptable anchor
tenants, suitable location within a mall, appropriate space availability and
proposed rental rates. In choosing new locations, the Company generally
attempts to cluster stores geographically, thus affording economies of scale
in supervision. The Company believes that sufficient desirable locations are
available to accommodate its expansion plans. The Company refurbishes its
existing stores on a regular basis.
The Company has closed 111 stores in the last three fiscal years, primarily
because of a lack of profit potential or the unwillingness of the landlord to
renew the lease on terms acceptable to the Company. The Company has not
experienced any substantial difficulty in renewing desired store leases and
has no reason to expect any such difficulty in the future. For each of the
last three years, no individual store accounted for more than one percent of
total sales.
The Company opened 221 stores during Fiscal 1998 and has opened, as of March
31, 1998, 38 stores in the first two months of Fiscal 1999. The Company
plans to continue opening Fashion Accessory Stores when suitable locations
are found and satisfactory lease negotiations are concluded. The Company's
initial investment in new stores opened during the last fiscal year,
including leasehold improvements and fixtures, but excluding inventories,
averaged approximately $116,000 per store.
The offices of Claire's and the distribution center for the Company's stores
in North America and Japan are located in Hoffman Estates, Illinois. This
Company-owned facility is located on 24.8 acres and consists of 247,000 total
square feet with 201,000 square feet devoted to receiving and distribution
and 46,000 square feet for office space. Unused acreage at this site will
allow Claire's to expand its facility in the future by an additional 275,000
square feet.
The Company has a distribution facility in Birmingham, England which services
those stores located in the United Kingdom. This facility is leased and
consists of 26,000 square feet of office and distribution space. This lease
expires on March 25, 2012, with an option on the part of the Company to
terminate as of March 7, 2007.
In August 1990, Claire's entered into a lease which expires on July 31, 2001
for 40,000 square feet of office space in Wood Dale, Illinois. Under the
terms of the lease, Claire's is required to pay taxes, utilities, insurance
costs and maintenance costs. Due to a downsizing of the corporate staff, it
was decided that the additional space would not be needed, and therefore the
space has been subleased to unrelated third parties. The subleases' terms
run parallel to the original lease.
The Company leases from Rowland Schaefer & Associates (formerly Two Centrum
Plaza Associates) approximately 31,000 square feet in Pembroke Pines,
Florida, where it maintains its executive, accounting and finance offices.
Rowland Schaefer & Associates is a general partnership of two corporate
general partners which are owned by immediate family members of the Chairman
of the Board and President of the Company, two of whom are Vice Presidents of
Claire's. The lease provides for the payment by the Company of annual base
rent of approximately $518,000, which is subject to annual cost-of-living
increases, and a proportionate share of all taxes and operating expenses of
the building. The lease expires on July 31, 2000 and may be extended, at the
option of the Company, for an additional five-year term.
The Company also owns 10,000 square feet of office/warehouse space in Miami,
Florida. The property is being utilized as a storage facility for the
Company. The Company also leases executive office space in New York City
under a lease which expires on October 31, 1998, and is the beneficial owner
of a cooperative apartment in New York City.
Item 3. Legal Proceedings
There are no material legal proceedings pending to which the Company or any
of its subsidiaries is a party or of which any of their property is subject.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the
fourth quarter of Fiscal 1998.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company has two classes of Common Stock, par value $.05 per share,
outstanding: Common Stock having one vote per share and Class A Common Stock
having ten votes per share. The Common Stock is traded on the New York Stock
Exchange, Inc. ("NYSE") under the symbol CLE. The Class A Common Stock has
only limited transferability and is not traded on any stock exchange or in
any organized market. However, the Class A Common Stock is convertible on a
share-for-share basis into Common Stock and may be sold, as Common Stock, in
open market transactions. The following table sets forth, for the fiscal
quarters indicated, the high and low closing prices of the Common Stock on
the NYSE Composite Tape and the per share dividends declared on the Common
Stock and the Class A Common Stock (as adjusted to give effect to the
three-for-two stock splits effective February 21, 1996 and August 29, 1996). At
March 31, 1998, the approximate number of record holders of shares of Common
Stock and Class A Common Stock was 2,052 and 799, respectively.
Closing Prices Dividends Dividends
of on on Class A
Common Stock Common Stock Common Stock
Year Ended January 31, 1998 High Low
First Quarter $19.13 $13.38 $.03 $.015
Second Quarter 21.81 17.00 .03 .015
Third Quarter 24.00 19.00 .03 .015
Fourth Quarter 23.88 14.31 .03 .015
Year Ended February 1, 1997
First Quarter $14.83 $ 8.50 $.02 $.01
Second Quarter 20.08 14.08 .02 .01
Third Quarter 26.63 16.63 .03 .015
Fourth Quarter 18.50 11.25 .03 .015
In 1985, the Board of Directors instituted a quarterly dividend on the Common
Stock of $.011 per share. In February 1994, the Board of Directors increased
the quarterly dividend to $.013 per share and in July 1994 declared a
quarterly dividend of $.007 per share on the Class A Common Stock. In
January 1996, the Board of Directors increased the quarterly dividend to $.02
per share on the Common Stock and $.01 per share on the Class A Common Stock.
The Board of Directors again increased the quarterly dividend to $.03 per
share on the Common Stock and $.015 per share on the Class A Common Stock in
October 1996. The Board expects to continue this policy; however, there is
no assurance that dividends will continue to be paid since they are dependent
upon earnings, the financial condition of the Company and other factors.
Item 6. Selected Financial Data
Fiscal Year Ended
Jan. 31, Feb. 1, Feb. 3, Jan. 28, Jan. 29,
1998 1997(2) 1996(1)(2) 1995(2) 1994(2)
(In thousands except per share amounts)
Operating Statement Data:
Net sales $500,152 $440,184 $344,881 $301,435 $281,693
Net income $ 58,189 $ 45,130 $ 30,915 $ 23,855 $ 23,634
Income Per Share(3):
Basic net income $ 1.21 $ .95 $ .66 $ .51 $ .51
Diluted net incom $ 1.19 $ .92 $ .65 $ .50 $ .50
Cash dividends per
share:
Common stock $ .12 $ .10 $ .053 $ .053 $ .047
Class A Common stock $ .06 $ .05 $ .027 $ .02 $ -
Balance Sheet Data:
Current assets $198,453 $150,983 $103,762 $78,670 $69,253
Current liabilities 46,494 42,866 30,521 29,963 27,092
Working capital 151,959 108,117 73,241 48,707 42,161
Total assets 306,269 242,851 187,782 158,578 135,219
Long-term obligations 8,193 5,473 4,325 6,464 8,212
Stockholders' equity 251,582 194,512 152,936 122,151 99,915
(1) Consists of 53 weeks.
(2) Adjusted to give effect to the three-for-two Stock splits effective
February 21, 1996 and August 29, 1996.
(3) In Fiscal 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share"
which establishes new guidelines for the calculation of earnings per
share. Basic earnings per share have been computed by dividing net
income by the weighted average number of shares outstanding during the
year. Diluted earnings per share have been computed assuming the
exercise of stock options, as well as their related income tax effects.
Earnings per share for all periods have been restated to reflect the
provisions of this Statement.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following table sets forth, for the periods indicated, percentages which
certain items reflected in the financial data bear to net sales of the
Company:
Fiscal Year Ended
January 31, February 1, February 3,
1998 1997 1996
Net sales 100.0% 100.0% 100.0%
Cost of sales, occupancy and
buying expenses 46.7 47.3 45.8
Gross profit 53.3 52.7 54.2
Other expenses:
Selling, general and administrative 32.7 33.4 36.1
Depreciation and amortization 3.4 3.6 4.3
Interest (income), net
and other income ( 1.4) ( 0.7) ( 0.6)
34.7 36.3 39.8
Income before income taxes 18.6 16.4 14.4
Income taxes 7.0 6.1 5.4
Net income 11.6% 10.3% 9.0%
Results of Operations
From the fiscal year ended February 3, 1996("Fiscal 1996") to January 31, 1998
("Fiscal 1998"), the Company's net sales increased at a compounded annual rate
of 20%. Net income increased from $30,915,000 in Fiscal 1996 to $58,189,000
in Fiscal 1998. The operating results of Claire's Nippon Co., Ltd., which are
accounted for under the equity method, are not part of the consolidated group
of Claire's Stores, Inc. and therefore not included in the following analysis.
Fiscal 1998 Compared to Fiscal 1997
Net sales increased by $59,968,000, or 14%, to $500,152,000 in Fiscal 1998
compared to $440,184,000 for the year ended February 1, 1997 ("Fiscal 1997").
The increase for the period resulted primarily from the addition of a net 165
stores and same-store sales increases of 3%. The same-store sales increases
were mainly attributable to an increase in the average transaction of 3.7% to
$8.68 in Fiscal 1998 from $8.37 in Fiscal 1997. This increase was realized
due to a 7.2% increase in the average unit retail price to $3.41 in Fiscal
1998 from Fiscal 1997's average unit retail price of $3.18. The increase in
the average unit retail was offset by a decrease of 3.3% in the average units
per transaction. In Fiscal 1998, the average units per transaction was 2.54
compared to 2.62 in Fiscal 1997.
Cost of sales, occupancy and buying expenses increased by $25,435,000, or
12%, to $233,451,000 in Fiscal 1998 compared to $208,016,000 in Fiscal 1997.
Principal reasons for this increase were the rise in the number of stores and
the volume of merchandise sold. As a percentage of net sales, these expenses
decreased to 46.7% for Fiscal 1998 compared to 47.3% for Fiscal 1997. The
decrease as a percentage of sales was due to the Company increasing the total
merchandise purchased directly from manufacturers overseas and utilizing the
Company's ever increasing buying power to negotiate lower prices from vendors
which resulted in higher maintained markups. These efforts resulted in a
merchandise margin gain of approximately 70 basis points. This increase
would have been more acute except for the effects of the employee strike at
UPS, the Company's primary carrier used to ship merchandise from the
Company's distribution center in Hoffman Estates, Illinois to our stores in
the United States. Estimating the total cost of the strike to the Company is
not possible, as lost sales cannot be quantified. However, the Company
estimates the additional cost of transporting merchandise via other common
carriers was approximately $1,000,000. Rent, rent support and the cost of
the merchandising department, which are included in cost of sales and are
relatively fixed in nature, increased 10 basis points as a percentage of
sales from Fiscal 1998 compared to Fiscal 1997.
Selling, general and administrative ("SG&A") expenses increased by
$16,365,000, or 11%, to $163,452,000 in Fiscal 1998 from the Fiscal 1997
level of $147,087,000. The increase noted was due to the increase in the
cost of operating the additional stores. As a percentage of net sales, these
expenses decreased to approximately 32.7% in Fiscal 1998 compared to 33.4% in
Fiscal 1997. The decrease in SG&A as a percentage of sales is primarily
attributable to the increase in same-store sales as previously discussed and
the leveraging of fixed expenses with the addition of 165 net stores.
Depreciation and amortization increased by $1,457,000, or 9%, to $17,216,000
in Fiscal 1998 from the Fiscal 1997 level of $15,759,000. The increase was
primarily due to the investment in 221 new stores, and the remodeling of
approximately 150 stores.
Due to the increase in cash levels and the absence of long-term debt,
interest income exceeded interest expense in Fiscal 1998. In addition, the
Company realized gains on certain investments. As a percentage of sales,
interest income, net and other income, was 1.4% for Fiscal 1998 compared to
.7% in Fiscal 1997. The Company had no debt in Fiscal 1998 and Fiscal 1997.
The cash and cash equivalents, and short-term investments balance during
Fiscal 1998 averaged approximately $103,117,000 compared to approximately
$67,000,000 in Fiscal 1997.
Income taxes increased by $7,761,000 to $34,914,000 in Fiscal 1998 compared
to $27,153,000 in Fiscal 1997. The Company's effective tax rates remained
relatively constant from fiscal year to fiscal year.
Fiscal 1997 Compared to Fiscal 1996
Net sales increased by $95,303,000, or 28%, to $440,184,000 in Fiscal 1997
compared to $344,881,000 for Fiscal 1996. The increase for the period
resulted primarily from the addition of a net 212 stores and same-store sales
increases of 10%. The same-store sales increases were primarily due to the
Company continuing to focus its merchandising strategy to its core customer -
female teenagers. In addition, inventories were increased to offer a larger
assortment of merchandise for sale and to meet the anticipated increase in
customer demand.
Cost of sales, occupancy and buying expenses increased by $50,159,000, or
32%, to $208,016,000 in Fiscal 1997 compared to $157,857,000 in Fiscal 1996.
Principal reasons for this increase were the rise in the number of stores and
the volume of merchandise sold. As a percentage of net sales, these expenses
increased to 47% for Fiscal 1997 compared to 46% for Fiscal 1996. The
increase as a percentage of sales was due to a shift in merchandise sold and
acquisitions made during the first half of Fiscal 1997. During Fiscal 1997,
the Company reacted to changes in customer demand for its product. These
changes included a shift in merchandise focus to accessories, which carries
a lower gross margin, from jewelry. In Fiscal 1997, accessories were
approximately 47% of total sales compared to 41% in Fiscal 1996. The
remaining gross margin decline is attributable to store acquisitions. These
acquisitions included 95 stores in the United States which operate under the
trade names "The Icing", "Claire's Etc." and "Accessory Place" and 55 stores
in the United Kingdom which operate under the trade name "Bow Bangles". The
merchandise offered for sale by some of the stores operating in the United
States includes approximately 25% apparel compared to the typical merchandise
mix of an historical company-owned store that does not offer apparel for
sale. Apparel is maintained in inventory at a lower initial markup and
therefore typically realizes a lower gross margin. Also, the costs of rent
and common area maintenance are higher in these stores. In addition, rent
paid for our stores acquired in the United Kingdom is typically higher than
rent paid per square foot in the United States. Cost of merchandise has also
been higher in stores operating in the United Kingdom during the period.
This was due to the fact that at the time of acquisition, these stores were
extremely low on inventory. Management decided to initially purchase
merchandise locally which incurred a higher cost compared to purchasing
directly from vendors overseas. However, the merchandise was available
immediately for shipment compared to 60 days for purchases overseas. The
merchandise orders that were made from vendors overseas were brought into the
United Kingdom by air freight, greatly increasing the cost of merchandise.
The increase in cost of sales would have been more acute except for the
same-store sales increase during the period which partially offset the effect of
the lower margins realized in the acquired stores.
Selling, general and administrative ("SG&A") expenses increased by
$22,626,000, or 18%, to $147,087,000 in Fiscal 1997 from the Fiscal 1996
level of $124,461,000. The increase noted was due to the increase in the
cost of operating the additional stores. As a percentage of net sales, these
expenses decreased to approximately 33% in Fiscal 1997 compared to 36% in
Fiscal 1996. The decrease in SG&A as a percentage of sales is primarily
attributable to the increase in same-store sales as previously discussed and
the leverage of fixed expenses with the addition of 212 net stores.
Depreciation and amortization increased by $790,000, or 5%, to $15,759,000
in Fiscal 1997 from the Fiscal 1996 level of $14,969,000. The increase was
primarily due to the investment in 246 new stores, and the remodeling of
approximately 100 stores. In addition, the Company continued to invest in
management information systems. This included a new computerized
"Pick-To-Light" inventory distribution system, merchandising software
development which enhances our ability to focus on our customers' needs via
micro marketing, development of an Internet web-site and upgrading the
Company's AS/400 central computers.
Due to the increase in cash and cash equivalents, and short-term investment
levels and the absence of long-term debt, interest income exceeded interest
expense in Fiscal 1997. As a percentage of sales, interest income, net of
interest expense, was .7% for Fiscal 1997 compared to .6% in Fiscal 1996.
The Company had no debt in Fiscal 1997 compared to $3,000,000 in Fiscal 1996.
The cash and cash equivalents, and short-term investments balance during
Fiscal 1997 averaged approximately $67,000,000 compared to approximately
$44,400,000 in Fiscal 1996.
The weighted average interest rate paid by the Company during Fiscal 1996 was
8.9%. This rate was directly related to the bank's prime rate.
Income taxes increased by $8,459,000 to $27,153,000 in Fiscal 1997 compared
to $18,694,000 in Fiscal 1996. The Company's effective tax rates remained
relatively constant from fiscal year to fiscal year.
Impact of Inflation
Inflation has not affected the Company, as it has generally been able to pass
along inflationary increases in its costs through increased sales prices.
Year 2000
In prior years, certain computer programs were written using two digits
rather than four to define the applicable year. These programs were written
without considering the impact of the upcoming change in the century and may
experience problems handling dates beyond the year 1999. This could cause
certain computer applications to fail or to create erroneous results unless
corrective measures are taken. Incomplete or untimely resolution of the Year
2000 issue could have a material adverse impact on the Company's business,
operations or financial condition in the future.
The Company has, however, been assessing the impact that the Year 2000 issue
will have on its computer systems since 1996, and in response to these
assessments, which are ongoing, the Company has developed a plan to inventory
critical systems and develop solutions to those systems that are found to
have date-related deficiencies. Project plans call for the completion of the
solution implementation phase and testing of those solutions prior to any
anticipated impact on our systems.
Based on our work to date, and assuming that our project plans, which
continue to evolve, can be implemented as planned, we believe future costs
relating to the Year 2000 issue will not have a material impact on the
Company's consolidated financial position, results of operations or cash
flows.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 ("the Act") provides a
safe harbor for forward-looking statements made by or on behalf of the
Company. The Company and its representatives may from time to time make
written or verbal forward-looking statements, including statements contained
in this and other Company filings with the Securities and Exchange Commission
and in our reports to shareholders. All statements which address operating
performance, events or developments that we expect or anticipate will occur
in the future, including statements relating to sales growth and earnings per
share growth or statements expressing general optimism about future operating
results, are forward-looking statements within the meaning of the Act. The
forward-looking statements are and will be based on management's then current
views and assumptions regarding future events and operating performance.
The following are some of the factors that could cause actual results to
differ materially from estimates contained in the Company's forward-looking
statements:
The ability to generate sufficient cash flows to support capital
expansion plans and general operating activities.
Competitive product and pricing pressures. While we believe our
opportunities for sustained, profitable growth are considerable,
unanticipated actions of competitors could impact our earnings and sales
growth.
Changes in laws and regulations, including changes in accounting
standards, taxation requirements (including tax rate changes, new tax
laws and revised tax law interpretation) and environmental laws in
domestic or foreign jurisdictions.
Fluctuations in the cost and availability of raw materials to the
Company's vendors and the ability to maintain favorable supplier
arrangements and relationships.
The ability to achieve earnings forecasts, which are generated based on
projected sales of many product types, some of which are more profitable
than others. There can be no assurance that we will achieve the
projected level or mix of product sales.
The ability to penetrate new markets, which also depends on economic and
political conditions.
The effectiveness of our marketing and promotional programs.
The uncertainties of litigation, as well as other risks and uncertainties
detailed from time to time in the Company's Securities and Exchange
Commission filings.
Adverse weather conditions, which could affect customer shopping
patterns.
The ability of the Company and its suppliers to replace, modify or
upgrade computer programs in ways that adequately address the Year 2000
issue.
Changes in consumer preferences for teen apparel and fashion accessories.
The foregoing list of important factors is not exclusive.
Liquidity and Capital Resources
Company operations have historically provided a strong, positive cash flow
which, together with the Company's credit facilities, provides adequate
liquidity to meet the Company's operational needs. Cash and cash
equivalents, including short-term investments, totaled $132,435,000 at the
end of Fiscal 1998.
Net cash provided by operating activities amounted to $77,320,000 in Fiscal
1998 compared to $58,323,000 in Fiscal 1997 and $28,749,000 in Fiscal 1996.
The Company's current ratio (current assets over current liabilities) was
4.3:1.0 for Fiscal 1998 and 3.5:1.0 for Fiscal 1997.
At the end of Fiscal 1998, the Company had available a $10 million credit
line with a bank to finance the Company's letters of credit and working
capital requirements. This facility matures on July 31, 1999.
At the end of Fiscal 1998, the Company increased its investment in
inventories to $47,436,000, or 10%, from the Fiscal 1997 balance of
$43,149,000. During this period inventory turnover remained constant at
3.0x consistent with Fiscal 1997. The increase in inventories is due to the
Company operating 165 additional stores at the end of Fiscal 1998 compared
to Fiscal 1997 - a 10% increase. Management believes inventories are
appropriate given the increase in the number of stores and the level of sales
currently being achieved.
During Fiscal 1998, the Company continued to expand and remodel its store
base. Significant capital projects included the opening of 221 new stores
and remodeling approximately 150 stores. Funds expended for capital
improvements in Fiscal 1998 totaled $33,747,000 compared to $20,558,000 in
Fiscal 1997 and $15,083,000 in Fiscal 1996. In the year ending January 30,
1999, capital expenditures are expected to be approximately $34,000,000 as
the Company continues to invest in its store base, technology and plans to
expand its distribution facility located in Hoffman Estates, Illinois to
approximately 525,000 square feet from its present size of 247,000 square
feet.
The Company has significant cash balances, a consistent ability to generate
cash flow from operations and available funds under its credit line. The
Company foresees no difficulty in maintaining its present financial condition
and liquidity and the ability to finance its capital expenditure plans and
other foreseeable future needs.
Earnings Per Share
In Fiscal 1998, the Company adopted the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings per Share" which establishes
new guidelines for the calculation of earnings per share. Basic earnings per
share have been computed by dividing net income by the weighted average
number of shares outstanding during the period. Diluted earnings per share
have been computed assuming the exercise of stock options, as well as their
related income tax effects. Earnings per share for all periods have been
restated to reflect the provisions of this Statement.
Recent Accounting Pronouncements
In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130 - "Reporting Comprehensive Income". SFAS No. 130 establishes
standards for the reporting and display of comprehensive income and its
components in a full set of general purpose financial statements and is
effective for fiscal years beginning after December 31, 1997. Management
does not anticipate a significant impact of the adoption of SFAS No. 130 on
the Company's consolidated financial position, results of operations or cash
flows.
In 1997, the FASB issued SFAS No.131 - "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for
the way that public business enterprises report information about operating
segments in annual financial statements and requires that these enterprises
report selected information about operating segments in interim financial
reports to shareholders. SFAS No. 131 is effective for financial statements
for periods beginning after December 15, 1997. Management does not
anticipate a significant impact of the adoption of SFAS No. 131 on the
Company's consolidated financial position, results of operations or cash
flows.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk
Inapplicable
Item 8. Financial Statements and Supplementary Data Page No.
Independent Auditors' Report 16
Consolidated Balance Sheets as of January 31, 1998 and
February 1, 1997 17
Consolidated Statements of Income for
the three fiscal years ended January 31, 1998 18
Consolidated Statements of Changes in Stockholders' Equity
for the three fiscal years ended January 31, 1998 19
Consolidated Statements of Cash Flows for
the three fiscal years ended January 31, 1998 20
Notes to Consolidated Financial Statements 21-28
Selected Quarterly Financial Data (Unaudited) 29
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Claire's Stores, Inc.
We have audited the accompanying consolidated balance sheets of Claire's
Stores, Inc. and subsidiaries as of January 31, 1998 and February 1, 1997,
and the related consolidated statements of income, changes in stockholders'
equity and cash flows for each of the years in the three year period ended
January 31, 1998. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Claire's
Stores, Inc. and subsidiaries as of January 31, 1998 and February 1, 1997,
and the results of their operations and their cash flows for each of the
years in the three year period ended January 31, 1998 in conformity with
generally accepted accounting principles.
/S/KPMG PEAT MARWICK LLP
Fort Lauderdale, Florida
March 27, 1998
CLAIRE'S STORES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Jan. 31, Feb. 1,
1998 1997
ASSETS (In thousands)
Current assets:
Cash and cash equivalents $122,220 $ 83,475
Short-term investments 10,215 9,925
Inventories 47,436 43,149
Prepaid expenses and other current
assets 18,582 14,434
Total current assets 198,453 150,983
Property and equipment:
Land and building 8,827 8,714
Furniture, fixtures and equipment 96,944 76,634
Leasehold improvements 75,954 71,993
181,725 157,341
Less accumulated depreciation
and amortization ( 94,185) ( 84,660)
87,540 72,681
Other assets 20,276 19,187
$306,269 $242,851
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 17,959 $ 16,892
Income taxes payable 10,691 9,831
Accrued expenses 16,378 14,693
Dividends payable 1,466 1,450
Total current liabilities 46,494 42,866
Deferred credits 8,193 5,473
Stockholders' equity:
Preferred stock, par value $1.00 per
share; authorized 1,000,000 shares,
issued and outstanding 0 shares - -
Class A common stock, par value $.05 per
share; authorized 20,000,000 shares,
issued 2,904,745 shares and 2,921,068
shares 145 146
Common stock, par value $.05 per
share; authorized 50,000,000 shares,
issued 45,575,415 shares and 45,219,186
shares 2,279 2,261
Additional paid-in capital 21,891 16,786
Foreign currency translation adjustment ( 558) 61
Retained earnings 228,277 175,710
252,034 194,964
Treasury stock, at cost (109,882 shares) ( 452) ( 452)
251,582 194,512
Commitments and contingencies
$306,269 $242,851
See accompanying notes to consolidated financial statements.
CLAIRE'S STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Fiscal Year Ended
Jan. 31, Feb. 1, Feb. 3,
1998 1997 1996
(In thousands except per share amounts)
Net sales $ 500,152 $ 440,184 $ 344,881
Cost of sales, occupancy and
buying expenses 233,451 208,016 157,857
Gross profit 266,701 232,168 187,024
Other expenses:
Selling, general and
administrative 163,452 147,087 124,461
Depreciation and amortization 17,216 15,759 14,969
Interest income, net and
other income ( 7,070) ( 2,961) ( 2,015)
173,598 159,885 137,415
Income before income taxes 93,103 72,283 49,609
Income taxes 34,914 27,153 18,694
Net income $ 58,189 $ 45,130 $ 30,915
Basic net income per share $ 1.21 $ .95 $ .66
Diluted net income per share $ 1.19 $ .92 $ .65
See accompanying notes to consolidated financial statements.
CLAIRE'S STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Foreign
Class A Additional Currency
Common Common Paid-In Translation Retained Treasury
Stock Stock Capital Adjustment Earnings Stock Total
(In thousands)
Balance,
January 28, 1995$ 66$ 978 $ 13,618 $(115 )$108,372 $(768) $122,151
Net income - - - - 30,915 - 30,915
Class A Common
Stock converted
to Common Stock (2) 2 - - - - -
Stock options
exercised - 12 2,508 - - - 2,520
Cash dividends
($.053 per
Common share
and $.027 per
Class A Common
share) - - - - (2,743) - (2,743)
Three-for-two stock
split 32 496 - - (528) - -
Foreign currency
translation
adjustment - - - 93 - - 93
Balance,
February 3, 1996 96 1,488 16,126 (22) 136,016 (768) 152,936
Net income - - - - 45,130 - 45,130
Class A Common
Stock converted
to Common Stock 1 (1) - - - - -
Stock options
exercised - 26 60 - - 4,558 4,644
Purchase of Treasury
Stock - - - - - (4,242) (4,242)
Cash dividends
($.10 per
Common share
and $.05 per
Class A Common
share) - - - - (4,639) - (4,639)
Three-for-two stock
split 49 748 - - (797) - -
Tax benefit from
exercised stock
options - - 600 - - - 600
Foreign currency
translation
adjustment - - - 83 - - 83
Balance,
February 1, 1997 146 2,261 16,786 61 175,710 (452) 194,512
Net income - - - - 58,189 - 58,189
Class A Common
Stock converted
to Common Stock (1) 1 - - - - -
Stock options
exercised - 17 1,705 - - - 1,722
Cash dividends
($.12 per
Common share
and $.06 per
Class A Common
share) - - - - (5,622) - (5,622)
Tax benefit from
exercised stock
options - - 3,400 - - - 3,400
Foreign currency
translation
adjustment - - - (619) - - (619)
Balance,
January 31, 1998 $ 145$2,279 $ 21,891 $ (558) $228,277 $ (452)$251,582
See accompanying notes to consolidated financial statements.
CLAIRE'S STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended
Jan. 31, Feb. 1, Feb. 3,
1998 1997 1996
(In thousands)
Cash flows from operating activities:
Net income $ 58,189 $ 45,130 $ 30,915
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 17,216 15,759 14,969
Deferred income taxes 213 ( 500) ( 1,526)
Tax benefit from options 3,400 - -
Loss on retirement of property and
equipment 1,671 1,935 1,046
Change in assets and liabilities:
(Increase) in -
Inventories ( 4,287) ( 10,766) ( 8,053)
Prepaid expenses and other assets ( 5,414) ( 6,863) ( 9,708)
Increase (decrease) in -
Trade accounts payable 1,067 6,147 ( 960)
Income taxes payable 860 3,631 ( 700)
Accrued expenses 1,685 2,702 1,905
Deferred credits 2,720 1,148 861
Net cash provided by operating
activities 77,320 58,323 28,749
Cash flows from investing activities:
Acquisition of property and
equipment which represents net
cash used in investing activities ( 33,747) ( 20,558) ( 15,083)
Cash flows from financing activities:
Purchases of short-term investments,
net ( 290) ( 9,925) -
Principal payments on long-term deb - - ( 3,000)
Proceeds from stock options exercised 1,687 1,638 2,520
Dividends paid ( 5,606) ( 4,174) ( 2,429)
Purchase of treasury stock - ( 1,235) -
Net cash used in financing
activities ( 4,209) ( 13,696) ( 2,909)
Effect of foreign currency exchange
rate changes on cash and cash
equivalents ( 619) 83 93
Net increase in cash and cash
equivalents 38,745 24,152 10,850
Cash and cash equivalents at
beginning of year 83,475 59,323 48,473
Cash and cash equivalents at
end of year $ 122,220 $ 83,475 $ 59,323
See accompanying notes to consolidated financial statements.
CLAIRE'S STORES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All material
intercompany balances and transactions have been eliminated in consolidation.
Fiscal Year - The Company's fiscal year ends on the Saturday closest to
January 31. Fiscal years 1998 and 1997 each consisted of 52 weeks. Fiscal
year 1996 consisted of 53 weeks.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
Short-term Investments - These investments consist of highly liquid debt
instruments purchased with a maturity greater than three months but less than
one year.
Inventories - Merchandise inventories are stated at the lower of cost or
market.
Cost is determined by the first-in, first-out basis on the retail method.
Property and Equipment - Property and equipment are recorded at cost.
Depreciation is computed on the straight-line method over the estimated
useful lives of the building and the furniture, fixtures and equipment, which
range from three to twenty-five years. Amortization of leasehold
improvements is computed on the straight-line method based upon the shorter
of the estimated useful lives of the assets or the terms of the respective
leases.
Net Income Per Share - Basic net income per share is based on the weighted
average number of shares of Class A Common Stock and Common Stock outstanding
during the period (48,152,000 shares in Fiscal 1998, 47,591,000 shares in
Fiscal 1997 and 47,025,000 shares in Fiscal 1996). Diluted net income per
share includes the dilutive effect of stock options (49,062,000 shares in
Fiscal 1998, 48,840,000 shares in Fiscal 1997 and 47,600,000 shares in Fiscal
1996). Options to purchase 105,000 and 562,500 shares of common stock, at
prices ranging from $21.25 to $22.375 per share and $17.00 to $21.25 per
share, respectively, were outstanding for the years ended January 31, 1998
and February 1, 1997, respectively, but were not included in the computation
of diluted earnings per share because the options' exercise prices were
greater than the average market price of the common shares for the respective
fiscal year.
Income Taxes - The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 109 which generally
requires recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and
liabilities are determined based on the difference between the financial
statements and tax bases of assets and liabilities, using enacted tax rates
in effect for the year in which the differences are expected to reverse. In
addition, SFAS No. 109 requires the adjustment of previously deferred income
taxes for changes in tax rates under the liability method.
Foreign Currency Translation - The financial statements of the Company's
foreign operations are translated into U.S. dollars. Assets and liabilities
are translated at current exchange rates while income and expense accounts
are translated at the average rates in effect during the year. Resulting
translation adjustments are accumulated as a component of stockholders'
equity.
Fair Value of Financial Instruments - The Company's financial instruments
consist primarily of current assets and current liabilities. Current assets
and liabilities are stated at fair market value.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Impairment of Long-Lived Assets - In March 1995, the Financial Accounting
Standards Board issued Statement No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which became
effective for fiscal years beginning after December 15, 1995. This standard
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to be
held and used and for long-lived assets and certain intangibles to be
disposed of. Adoption of this statement did not have a material impact on
the Company's financial position, results of operations or liquidity.
New Accounting Standards - In 1997, the Financial Accounting Standards Board
issued SFAS No. 130, "Reporting Comprehensive Income", and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information". These
statements, which are effective for fiscal years beginning after December 15,
1997, expand or modify disclosures and will not have a material impact on our
consolidated financial position, results of operations or cash flows.
The Company adopted SFAS No. 128, "Earning Per Share", in the fiscal year
ending January 31, 1998. In accordance with SFAS No. 128, we have presented
both basic net income per share and diluted net income per share in our
financial statements. Earnings per share for all periods have been restated
to reflect the provisions of this statement.
Reclassifications - Certain items in the prior year financial statements have
been reclassified to conform with the Fiscal 1998 presentation.
2. CREDIT FACILITIES
The Company has an unsecured revolving line of credit of $10 million with a
bank for letters of credit and working capital needs. Interest on the
outstanding balance is at the bank's prime rate. The credit agreement
matures on July 31, 1999. At January 31, 1998 and February 1, 1997, no
borrowings were outstanding under this line of credit.
The bank credit agreement contains various restrictive covenants which
include, among other things, the requirement to maintain minimum tangible net
worth, restrictions on fixed asset additions, restrictions on certain
additional indebtedness and requirements to maintain certain financial
ratios.
3. INCOME TAXES
Income taxes consist of the following:
Fiscal Year Ended
Jan. 31, Feb. 1, Feb. 3,
1998 1997 1996
(In thousands)
Federal:
Current $27,638 $24,121 $17,619
Deferred 191 (448) (1,364)
27,829 23,673 16,255
State:
Current 3,563 2,907 2,151
Deferred 22 (52) (162)
3,585 2,855 1,989
Foreign:
Current 3,500 625 450
$34,914 $27,153 $18,694
The approximate tax effect on each type of significant temporary difference
for which the asset is included in prepaid expenses and other current assets
and other assets on the accompanying balance sheets is as follows:
Deferred Tax Consequences at January 31, 1998
(In thousands)
Assets Liabilities Total
Depreciation $3,453 $ - $3,453
Accrued expenses 1,742 - 1,742
Deferred rent 1,619 - 1,619
Other 304 - 304
$7,118 $ - $7,118
Deferred Tax Consequences at February 1, 1997
Assets Liabilities Total
Depreciation $3,826 $ - $3,826
Accrued expenses 1,979 - 1,979
Deferred rent 1,345 - 1,345
Other 181 - 181
$7,331 $ - $7,331
The provision for income taxes differs from an amount computed at the
statutory rates as follows:
Jan. 31, Feb. 1, Feb. 3,
1998 1997 1996
Income taxes at
statutory rates 35% 35% 35%
State income taxes,
net of federal tax
benefit 3 3 3
38% 38% 38%
4. STOCKHOLDERS' EQUITY
Stock Splits - In January 1996 and August 1996, the Company's Board of
Directors declared 3-for-2 stock splits of its Common stock and Class A
common stock in the form of 50% stock dividend distributions.
On February 21, 1996 and September 12, 1996, 14,860,020 and 14,954,616
shares, respectively, of Common stock and 980,711 and 975,933 shares,
respectively, of Class A common stock were distributed to stockholders of
record as of February 7, 1996 and August 29, 1996. Stockholders' equity has
been adjusted to give recognition of the stock splits by reclassifying from
retained earnings to the Common stock and Class A common stock accounts the
par value of the additional shares arising from the splits. All references
in the financial statements to number of shares, per share amounts, stock
option data and market prices of the Company's stock have been restated.
Preferred Stock - The Company has authorized 1,000,000 shares of $1 par value
preferred stock, none of which has been issued. The rights and preferences of
such stock may be designated in the future by the Board of Directors.
Class A Common Stock - The Class A common stock has only limited
transferability and is not traded on any stock exchange or any organized
market. However, the Class A common stock is convertible on a share-for-share
basis into Common stock and may be sold, as Common stock, in open market
transactions. The Class A common stock has ten votes per share. Dividends
declared on the Class A common stock are limited to 50% of the dividends
declared on the Common stock.
Treasury Stock - Treasury stock acquired is recorded at cost. Occasionally,
the Company uses treasury stock to fulfill its obligations under its stock
option plans. When stock is issued pursuant to the stock option plans, the
difference between the cost of treasury stock issued and the option price is
charged or credited to additional paid-in capital.
5. STOCK OPTIONS
In August 1996, the Board of Directors of the Company adopted, and on June
16, 1997 the Company's stockholders approved, the Claire's Stores, Inc.
1996 Stock Option Plan (the "1996 Plan"). The 1996 Plan replaced the
Company's 1991 Stock Option Plan (the "1991 Plan"), which had replaced the
Company's 1982 Incentive Stock Option Plan (the "1982 Plan") and the
Company's 1985 Non-Qualified Stock Option Plan (the "1985 Plan"), although
options granted under such plans remain outstanding. Under the 1996 Plan,
the Company may grant either incentive stock options or non-qualified stock
options to purchase up to 3,000,000 shares of Common Stock, plus any shares
unused or recaptured under the 1982 Plan, the 1985 Plan or the 1991 Plan.
Incentive stock options granted under the 1996 Plan are exercisable at
prices equal to the fair market value of shares at the date of grant,
except that incentive stock options granted to any person holding 10% or
more of the total combined voting power or value of all classes of capital
stock of the Company, or any subsidiary of the Company, carry an exercise
price equal to 110% of the fair market value at the date of grant. The
aggregate number of shares granted to any one person may not exceed
500,000, and no stock option may be exercised less than one year after the
date granted. Each incentive stock option or non-qualified stock option
will terminate ten years after the date of grant (or such shorter period as
specified in the grant) and may not be exercised thereafter.
Incentive stock options currently outstanding are exercisable at various rates
beginning one year from the date of grant, and expire five to ten years after
the date of grant. Non-qualified stock options currently outstanding are
exercisable at prices equal to the fair market value of the shares, or one
dollar below the fair market value, at the date of grant and expire five to
ten years after the date of grant.
At January 31, 1998, options to purchase 43,750, 63,000 and 461,025 shares of
Common Stock were exercisable under the 1982 Plan, 1985 Plan and 1991 Plan,
respectively. No options were exercisable under the 1996 Plan as of January
31, 1998. Options to purchase an additional 6,250, 7,875, 819,242 and 65,000
shares were outstanding, but not yet exercisable, at January 31, 1998 under
the 1982 Plan, 1985 Plan, 1991 Plan and 1996 Plan, respectively. There were
3,494,966 shares of Common stock available for future option grants under the
1996 Plan at January 31, 1998.
The weighted average exercise price of options under the 1982 Plan, 1985 Plan
and 1991 Plan as of January 31, 1998 was $6.11, $5.70 and $10.73,
respectively, compared to $6.11, $5.70 and $9.86 under the 1982 Plan, 1985
Plan and 1991 Plan, respectively as of February 1, 1997. The weighted average
exercise price of options under the 1996 Plan was $21.64. No options were
outstanding under the 1996 Plan as of February 1, 1997.
The per share weighted average fair value of stock options granted during the
fiscal years ended January 31, 1998, February 1, 1997 and February 3, 1996 was
$21.64, $8.74 and $3.63, respectively.
Transactions and other information relating to the 1982 Plan, 1985 Plan, 1991
Plan and the 1996 Plan are summarized as follows:
1982 Plan 1985 Plan 1991 Plan 1996 Plan Range of
Number of Number of Number of Number of option price
shares shares shares shares per share
Outstanding,
January 28, 1995 241,763 303,750 1,239,468 - $2.89 - 7.22
Granted - - 866,250 - 5.39 - 8.72
Exercised ( 23,625) ( 225,000) ( 294,638) - 3.11 - 7.22
Canceled ( 63,450) - ( 16,593) - 5.11 - 7.72
Outstanding,
February 3, 1996 154,688 78,750 1,794,487 - 2.89 - 8.72
Granted - - 600,000 - 10.17 - 21.25
Exercised ( 92,813) - ( 320,948) - 2.89 - 8.72
Canceled ( 5,625) - ( 1,125) - 5.22 - 5.22
Outstanding,
February 1, 1997 56,250 78,750 2,072,414 - 3.11 - 21.25
Granted - - - 65,000 17.75 - 22.38
Exercised - - ( 300,531) - 3.11 - 11.75
Canceled ( 6,250) ( 7,875) ( 491,614) - 5.11 - 21.25
Outstanding,
January 31, 1998 50,000 70,875 1,280,269 65,000 4.67 - 22.38
At January 31, 1998, the weighted-average remaining contractual life of
outstanding options was 2.17 years, 2.12 years, 6.34 years and 8.80 years for
the 1982 Plan, 1985 Plan, 1991 Plan and 1996 Plan, respectively.
The Company adopted SFAS No. 123, "Accounting for Stock-Based Compensation",
issued in October 1995. In accordance with the provisions of SFAS No. 123,
the Company applies APB Opinion 25 and related Interpretations in accounting
for its stock option plans and, accordingly, does not recognize compensation
cost. If the Company had elected to recognize compensation cost based on the
fair value of the options granted at grant date as prescribed by SFAS No. 123,
net income and earnings per share would have been reduced to the pro forma
amounts indicated in the table below (in thousands except per share amounts):
Fiscal Year Ended
1998 1997 1996
Net income - as reported $58,189 $45,130 $30,915
Net income - pro forma 57,821 44,413 30,628
Diluted net income per share - as reported 1.19 .92 .65
Diluted net income per share - pro forma 1.18 .91 .64
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions:
1998 1997 and 1996
Expected dividend yield .62% .67%
Expected stock price volatility 36.21% 38.05%
Risk-Free interest rate 6.00% 6.50%
Expected life of options 4.5 and 9.5 years 4.5 and 9.5 years
6. EMPLOYEE BENEFIT PLAN
The Company has adopted a Profit Sharing Plan under Section 401(k) of the
Internal Revenue Code. This plan allows employees who serve more than 1,000
hours per year to defer up to 18% of their income through contributions to the
plan. In line with the provisions of the plan, for every dollar the employee
contributes the Company will contribute an additional $.50, up to 2% of the
employee's salary. In Fiscal 1998, Fiscal 1997 and Fiscal 1996, the cost of
Company matching contributions was $381,000, $378,000 and $295,000,
respectively. The Company does not have any post-employment or
post-retirement benefit plans other than above.
7. COMMITMENTS
The Company leases retail stores, offices and warehouse space and certain
equipment under operating leases which expire at various dates through the
year 2025 with options to renew certain of such leases for additional
periods. The lease agreements covering retail store space provide for
minimum rentals and/or rentals based on a percentage of net sales. Rental
expense for each of the three fiscal years ended January 31, 1998 was as
follows:
1998 1997 1996
(In thousands)
Minimum rentals $59,783 $52,553 $41,391
Rentals based on net sales 1,641 1,546 782
Other rental expense-equipment 10,534 9,286 9,013
Total rental expense $71,958 $63,385 $51,186
Minimum aggregate rental commitments under non-cancelable operating leases
are summarized by fiscal year ending as follows:
(In thousands)
1999 $ 74,721
2000 69,178
2001 61,378
2002 53,494
2003 46,519
Thereafter 160,862
$466,152
Certain leases provide for payment of real estate taxes, insurance and
other operating expenses of the properties. In other leases, some of these
costs are included in the basic contractual rental payments.
In November 1997, the Company entered into commitments for capital
expenditures of approximately $6,000,000 for the manufacture of store
fixtures and furnishings. The fixtures and furnishings are to be used for
new stores and the refurbishment of existing stores. It is expected that
such improvements will be completed during Fiscal 1999.
8. STATEMENTS OF CASH FLOWS
Payments of income taxes were $30,441,000 in Fiscal 1998, $24,022,000 in
Fiscal 1997 and $20,883,000 in Fiscal 1996. Payments of interest were
$201,000 in Fiscal 1998, $89,000 in Fiscal 1997 and $340,000 in Fiscal 1996.
9. RELATED PARTY TRANSACTIONS
The Company leases from Rowland Schaefer & Associates (formerly Two Centrum
Plaza Associates) approximately 31,000 square feet of office space in a
building where it maintains its executive and accounting and finance
offices. The lease for this space expires on July 31, 2000 and may be
extended at the option of the Company for an additional five-year term.
Rowland Schaefer & Associates is a general partnership of two corporate
general partnerships which are owned by immediate family members of the
Chairman of the Board and President of the Company, two of whom are Vice
Presidents of Claire's. The lease provides for the payment by the Company
of annual base rent of approximately $518,000, which is subject to annual
cost-of-living increases, and a proportionate share of all taxes and
operating expenses of the building.
10. OPERATIONS IN GEOGRAPHIC AREAS
Information about the Company's operations by geographic area is as follows
(in thousands):
Fiscal Year Ending
1998 1997 1996
Net sales:
United States $445,175 $407,452 $333,025
Canada 21,425 17,273 11,856
United Kingdom 33,552 15,459 -
Total net sales $500,152 $440,184 $344,881
Operating income:
United States $ 92,435 $ 81,990 $ 60,882
Canada 3,562 2,246 1,681
United Kingdom 7,252 845 -
Total operating income 103,249 85,081 62,563
Depreciation 17,216 15,759 14,969
Interest income, net and
other income ( 7,070) ( 2,961) ( 2,015)
Income before income taxes $ 93,103 $ 72,283 $ 49,609
Identifiable assets:
United States $144,628 $131,696 $146,197
Canada 11,231 6,521 6,151
United Kingdom 17,896 5,760 -
Corporate 132,514 98,874 35,434
Total assets $306,269 $242,851 $187,782
Identifiable assets are those assets that are identified with the operations
in each geographic area. Corporate assets consist mainly of cash and cash
equivalents, investments in affiliated companies and other assets.
11. SUBSEQUENT EVENT
In October 1997, the Company announced the signing of a letter of intent,
and in March 1998, the Company signed a merger agreement with Lux
Corporation, a closely held specialty apparel chain operating under the name
of "Mr. Rags". The stores specialize in selling teen unisex clothing and
accessories. The transaction is structured as a merger under which the
Company will issue approximately 2,000,000 shares of common stock in
exchange for the common stock of Lux Corporation. It is expected that the
acquisition will be accounted for as a pooling of interests business
combination. As a result of the acquisition, Lux Corporation will become a
subsidiary of the Company. Completion of the acquisition, which is expected
to occur during the second quarter of the fiscal year ending January 30,
1999, is contingent on customary conditions, including governmental
approval.
SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
Fiscal Year Ended January 31, 1998
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
(In thousands except per share amounts)
Net sales $108,029 $116,605 $113,448 $162,070 $500,152
Gross profit 54,423 60,315 58,537 93,426 266,701
Net income 8,153 10,482 10,625 28,929 58,189
Basic net income
per share (1) $ .17 $ .22 $ .22 $ .60 $ 1.21
Diluted net income
per share (1) $ .17 $ .21 $ .22 $ .59 $ 1.19
Fiscal Year Ended February 1, 1997
1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year
(In thousands except per share amounts)
Net sales $ 92,382 $100,719 $102,645 $144,438 $440,184
Gross profit 47,777 52,328 52,319 79,744 232,168
Net income 6,650 7,891 7,578 23,010 45,130
Basic net income
per share (1) $ .14 $ .17 $ .16 $ .48 $ .95
Diluted net income
per share (1) $ .14 $ .16 $ .15 $ .47 $ .92
(1) In Fiscal 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share"
which establishes new guidelines for the calculation of earnings per
share. Basic earnings per share have been computed by dividing net
income by the weighted average number of shares outstanding during the
period. Diluted earnings per share have been computed assuming the
exercise of stock options, as well as their related income tax effects.
Earnings per share for all periods have been restated to reflect the
provisions of this Statement.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Inapplicable.
PART III
Items 10,11,12 and 13. Directors and Executive Officers of the Registrant;
Executive Compensation ; Security Ownership of Certain Beneficial Owners and
Management; and Certain Relationships and Related Transactions.
The information called for by Items 10, 11, 12 and 13 will be contained in the
Company's definitive Proxy Statement for its 1998 Annual Meeting of
Stockholders, to be filed with the Securities and Exchange Commission no later
than 120 days after the end of the Company's fiscal year covered by this
report pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, and incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) List of documents filed as part of this report.
Page No.
1. Financial Statements
Independent Auditors' Report 16
Consolidated Balance Sheets as of January 31, 1998 and
February 1, 1997 17
Consolidated Statements of Income for the three
fiscal years ended January 31, 1998 18
Consolidated Statements of Changes in Stockholders'
Equity for the three fiscal years ended January 31, 1998 19
Consolidated Statements of Cash Flows
for the three fiscal years ended January 31, 1998 20
Notes to Consolidated Financial Statements 21-28
2. Financial Statement Schedules
All schedules have been omitted since the required information is
included in the consolidated financial statements or the notes thereto,
or the omitted schedules are not applicable.
3. Exhibits
(2) Agreement and Plan of Merger dated as of March 9, 1998
among the Company, CSI Acquisition Corp., Lux Corporation,
and David Shih, Eva Shih, Daniel Shih, Douglas Shih, the
Shih Irrevocable Trust and Crestwood Partners LLC, as
amended by letter amendment dated March 23, 1998 and
addendum thereto dated March 24, 1998.
(3)(a) Restated Certificate of Incorporation of the Company, as
amended (incorporated by reference to Exhibit 3(a) to the
Company's Annual Report on form 10-K for the fiscal year
ended February 1, 1992).
(3)(b) Amended By-laws of the Company (incorporated by reference
to Exhibit 3(b) to the Company's Annual Report on form 10-K
for the fiscal year ended January 28, 1995).
(4)(a) Revolving Credit Agreement dated as of August 19, 1996
between the Company and its subsidiaries and Bank Leumi
Trust Company.
(10)(a) Incentive Stock Option Plan of the Company, as amended
(incorporated by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1986).
(10)(b) Non-Qualified Stock Option Plan of the Company, as amended
(incorporated by reference to Exhibit 10(e) to the
Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1986).
(10)(c) 1991 Stock Option Plan of the Company (incorporated by
reference to Appendix A to the Company's Proxy Statement
relating to the 1991 Annual Meeting of Stockholders,
Commission File No. 1-8899).
(10)(d) 1996 Stock Option Plan of the Company (incorporated by
reference to Appendix A to the Company's Proxy Statement
relating to the 1997 Annual meeting of stockholders,
Commission File No. 1-8899).
(10)(e) 401(k) Profit Sharing Plan, as amended (incorporated by
reference to Exhibit 10(e) to the Company's Annual Report
on Form 10-K for the fiscal year ended February 1, 1992).
(10)(f) Office Lease Agreement dated September 8, 1989 between the
Company and Two Centrum Plaza Associates (incorporated by
reference to Exhibit 10(h) to the Company's Annual Report
on Form 10-K for the fiscal year ended February 2, 1991).
(10)(g) Amendment of Office Lease Agreement dated July 31, 1990
between the Company and Two Centrum Plaza Associates
(incorporated by reference to Exhibit 10(I) to the
Company's Annual Report on Form 10-K for the fiscal year
ended February 2, 1991).
(10)(h) Addendum to Office Lease dated September 8, 1989 between
the Company and Two Centrum Plaza Associates (incorporated
by reference to Exhibit 10(j) to the Company's Annual
Report on Form 10-K for the fiscal year ended February 2,
1991).
(10)(i) Second addendum to office lease dated January 30, 1997
between the Company and Two Centrum Plaza Associates
(incorporated by reference to Exhibit 10(g) to the
Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997).
(10)(j) Lease between Chancellory Commons I Limited Partnership and
Claire's Boutiques, Inc. dated August 31, 1990
(incorporated by reference to Exhibit 10(i) to the
Company's Annual Report on form 10-K for the fiscal year
ended February 1, 1992).
(21) Subsidiaries of the Company.
(23) Consent of KPMG Peat Marwick LLP relating to the Company's
Registration Statement on Form S-8 (Commission File No.
333-42027).
(27) Financial Data Schedule of the Company
Each management contract or compensatory plan or
arrangement to be filed as an exhibit to this report
pursuant to Item 14(c) is listed in exhibits nos. 10(a),
10(b), 10(c), 10(d) and 10(e).
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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.
CLAIRE'S STORES, INC.
By /S/Rowland Schaefer
Rowland Schaefer
President and Chairman
of the Board of Directors
April 8, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 8, 1998.
/S/ Rowland Schaefer President and
Rowland Schaefer Chairman of the Board of Directors
(Principal Executive Officer)
/S/ Marla Schaefer Vice Chairman of the Board of Directors
Marla Schaefer
/S/ Ira D. Kaplan Senior Vice President, Chief Financial
Ira D. Kaplan Officer and Treasurer
(Principal Financial and Accounting Officer)
/S/ Harold E. Berritt Director
Harold E. Berritt
/S/ Fred D. Hirt Director
Fred D. Hirt
/S/ Bruce G. Miller Director
Bruce G. Miller
/S/ Sylvia Schaefer Director
Sylvia Schaefer
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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.
CLAIRE'S STORES, INC.
By
Rowland Schaefer
President and Chairman
of the Board of Directors
April 8, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 8, 1998.
President and
Rowland Schaefer Chairman of the Board of Directors
(Principal Executive Officer)
Vice Chairman of the Board of Directors
Marla Schaefer
Senior Vice President, Chief Financial
Ira D. Kaplan Officer and Treasurer
(Principal Financial and Accounting Officer)
Director
Harold E. Berritt
Director
Fred D. Hirt
Director
Bruce G. Miller
Director
Sylvia Schaefer