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UNITED STATES
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, 2003
OR
[ ] TRANSITION report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to ___________
Commission file number 0-028176
WHITEHALL JEWELLERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 36-1433610
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
155 N. WACKER DR., STE. 500, CHICAGO, IL 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 782-6800
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.001 Per Share, Including
Associated Preferred Stock Purchase Rights
(Title of Class)
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 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.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of July 31, 2002 was $161,611,326 based on the closing
price of $10.92 of the registrant's common stock on the New York Stock Exchange.
This calculation does not reflect a determination that persons are affiliates
for any other purposes.
Number of shares of Common Stock outstanding as of April 25, 2003:
14,203,227
Number of shares of Class B Common Stock outstanding as of April 25,
2003: 142
DOCUMENTS INCORPORATED BY REFERENCE
Part II -- Portions of the registrant's annual report to stockholders for the
registrant's fiscal year ended January 31, 2003 (the "2002 Annual Report"), as
indicated herein.
Part III -- Portions of the registrant's definitive proxy statement to be
distributed in conjunction with registrant's annual stockholders' meeting to be
held in 2003 (the "Proxy Statement"), as indicated herein.
PART I
As used herein, references to the "Company," "Whitehall Jewellers," "we," "us,"
and "our" refer to Whitehall Jewellers, Inc. This report contains certain
forward-looking statements (as such term is defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934)
and information relating to the Company that are based on the current beliefs of
management of the Company as well as assumptions made by and information
currently available to management including statements related to the markets
for our products, general trends and trends in our operations or financial
results, plans, expectations, estimates and beliefs. In addition, when used in
this report, the words "anticipate," "believe," "estimate," "expect," "intend,"
"plan," "predict" and similar expressions and their variants, as they relate to
the Company or our management, may identify forward-looking statements. Such
statements reflect our judgment as of the date of this report with respect to
future events, the outcome of which is subject to certain risks, including the
factors described below, which may have a significant impact on our business,
operating results or financial condition. Investors are cautioned that these
forward-looking statements are inherently uncertain. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described
herein. Whitehall Jewellers undertakes no obligation to update forward-looking
statements. The following factors, among others, may impact forward-looking
statements contained in this report: (1) a change in economic conditions or the
financial markets which negatively impacts the retail sales environment and
reduces discretionary spending on goods such as jewelry; (2) our ability to
execute our business strategy and the related effects on comparable store sales
and other results; (3) the extent and results of our store expansion strategy
and associated occupancy costs, and access to funds for new store openings; (4)
the high degree of fourth quarter seasonality of our business; (5) the extent
and success of our marketing and promotional programs; (6) personnel costs and
the extent to which we are able to retain and attract key personnel; (7) the
effects of competition; (8) the availability and cost of consumer credit; (9)
relationships with suppliers; (10) our ability to maintain adequate information
systems capacity and infrastructure; (11) our leverage and cost of funds and
changes in interest rates that may increase such costs; (12) our ability to
maintain adequate loss prevention measures; (13) fluctuations in raw material
prices, including diamond, gem and gold prices; (14) the extent and results of
our E-commerce strategies and those of others; (15) regulation affecting the
industry generally, including regulation of marketing practices; (16) the
successful integration of acquired locations and assets into our existing
operations; and (17) the risk factors identified from time to time in our
filings with the Securities and Exchange Commission.
ITEM 1. BUSINESS
THE COMPANY
Founded in 1895, we are a leading national specialty retailer of fine
jewelry (based on number of stores) offering an in-depth selection in the
following key categories: diamond, gold, precious and semi-precious jewelry. Our
target customers are middle to upper-middle income women over 25 years old. As
of April 30, 2003, we operated 385 mall-based stores in 38 states under the
established brand names of Whitehall Co. Jewellers (322 stores), Lundstrom
Jewelers (61 stores) and Marks Bros. Jewelers (2 stores).
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OPERATING STRATEGIES
The principal elements of our operating strategy are as follows:
Small, Flexible Store Format. We believe that we have a competitive
advantage in obtaining high traffic, "center court" locations in desirable
regional and super-regional malls principally due to:
o our ability to adapt our average store size of approximately 870 square
feet to various sizes and configurations; and
o our high average sales per square foot (approximately $1,068 for the 12
months ended January 31, 2003).
Our stores are located in high visibility mall locations and provide
our customers with a comfortable and inviting shopping environment. The stores'
open, attractive design appeals to customers, while facilitating foot traffic
and enhancing sales opportunities for us. Furthermore, the stores' small
flexible format (which lowers our fixed occupancy costs) and high productivity
are desirable to mall owners.
In addition, we have followed a disciplined and systematic approach
when evaluating new store opportunities. We select locations for our stores
based on an evaluation of individual site economics and market conditions.
Because of our flexible store format and our reputation among mall developers as
a strong tenant, we have historically received more offers for attractive new
store sites than we can accept. We are, and have been, opportunistic in
acquiring other retail formats in a single store or multiple store acquisitions.
We believe that real estate is a key to our business, and site selection is a
core competency of our management team.
Attractive Store Operating Model. Our store model has proven to be
attractive across brands, mall locations and in both new and existing markets.
Historically, new stores on average generate store-level operating cash flow
(defined as income from operations plus depreciation and amortization) in their
first full 12 months of operations.
Consistent Brand Imaging. We reinforce the upscale, trustworthy image
of our store brand names, Whitehall Co. Jewellers and Lundstrom Jewelers, with
consistent merchandise selection and price points, store layout and fixtures,
packaging, marketing and promotions. Whitehall Co. Jewellers is our primary
trademark and is positioned to be somewhat more upscale than the average
mall-based jewelry store. Additionally, having two strong brands allows us to
enter a given mall with multiple locations, leverage our infrastructure within a
given region and increase the number of potential store sites available to us.
Differentiated Merchandising. We offer an in-depth selection of high
quality merchandise in the following key categories of fine jewelry: diamond,
gold, precious and semi-precious jewelry. This "key category" focus is oriented
toward our target customer, the middle to upper-middle income woman over 25
years old. Within these categories, we augment our selection with consignment
items which reflect somewhat more fashion-forward themes, providing increased
selection while reducing our inventory risk. In addition, we continue to stock a
broad assortment of higher price point merchandise. For example, in fiscal 2002
more than 30% of our overall sales resulted from purchases of items priced at or
above $1,500. Unlike many of our competitors, we carry a more focused selection
of watches and virtually no costume jewelry or gift merchandise.
Motivated, Sales-Oriented Store Personnel. We believe that the quality
of our sales personnel is critical to our success and represents a significant
competitive advantage. To assist our sales personnel in their selling efforts,
our sales personnel are authorized to discount prices within specifically
developed guidelines. Compensation and bonus programs reinforce sales and margin
goals on a daily, weekly and monthly basis. We continually seek to enhance the
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selling skills of our sales associates through recruitment of experienced
sales personnel and extensive, ongoing training programs. Many non-sale
activities are centralized, allowing sales personnel to focus on our customers.
Absence of Recourse Credit Risk. We operate based upon a "no credit
risk" policy. When purchasing on credit, customers must use their personal
credit cards (e.g., Visa, MasterCard, American Express and others), our private
label credit cards (which are available through a third party and are
non-recourse to us) or other non-recourse third party credit arrangements. Our
strict policy eliminates credit risk associated with a customer's failure to
pay. This policy also distinguishes us from many of our competitors, which not
only bear such credit risk, but also rely on finance income in addition to
merchandise sales. In cooperation with providers of non-recourse credit under
private label programs, we offer our customers competitive, interest-free terms
and other attractive offerings in the promotion of our jewelry.
Strict Operating Controls. Our management team exercises significant
control over many non-sale aspects of our store operations, including site
selection, purchasing, store development, financial reporting and sales
training. In light of the current challenging economic environment, we have
focused on a series of actions that we feel will increase our operational
control as well as reduce certain expenses. We have aggressively reduced costs
at our stores and corporate headquarters. We have eliminated certain types of
sales with marginal profitability and we plan to gradually reduce average store
inventory levels. We closed 11 stores during fiscal 2002. In addition, an
impairment write-off of leasehold improvements and other fixed assets totaling
$0.8 million for seven store closings was taken in the third quarter of fiscal
2001.
Emphasis on Risk Management. One of our management's strengths is our
disciplined approach to the core elements of our business model. While we
continue to evolve, there are three principal operating strategies that are
designed to mitigate risk to our business: our small, flexible store format, our
non-recourse credit policy and our use of consignment inventory. Our unique
store format, which averages approximately 870 square feet, is smaller than that
of many of our mall-based competitors. This usually means that we are not
competing with these competitors for the same location in a mall, which often
gives us more location opportunities. It also means that our rents are lower,
not only because of reduced competition for space, but also because a smaller
store means lower fixed occupancy costs. Secondly, we have limited credit risk.
Unlike many of our competitors, we utilize a non-recourse, private label credit
card program. As a result, we eliminate our credit risk associated with a
customer's failure to pay. Lastly, we utilize consignment inventory on a
selective basis, reducing our exposure to changes in fashion trends and
inventory obsolescence.
Experienced Management Team. Our six-person executive management team
has on average 22 years of retail industry experience and an average of over 15
years of experience with Whitehall Jewellers. In addition, this group has a
combined beneficial interest in the company in excess of 23.9% of our common
stock. We also have an experienced middle management team. We are focused on
identifying, recruiting and retaining highly skilled and experienced individuals
at every level of our organization. We believe that this strategy will
continuously provide a substantial depth of management in our organization. We
also believe the opportunity for advancement within the organization helps us
attract, develop and retain skilled employees.
GROWTH STRATEGIES
The key elements of our growth strategy are as follows:
New Store Growth. New stores are an important part of our long-term
growth plan. We have grown to over 380 stores from 122 in 1993, entering 15 new
states during this period. During fiscal 2002, we opened 17 new stores. The
initial performance of these new stores closely approximated our recent
historical new store sales levels. During fiscal 2003, we expect to open
approximately 21 new stores, most in existing Whitehall markets, and anticipate
that 75% of the openings will be completed by May. Our new stores are in what we
consider to be some of the strongest malls in the country. We believe that our
Whitehall Jewellers and Lundstrom Jewelers stores are highly portable store
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concepts that can achieve strong long-term cash returns on investment and can
operate successfully in a wide variety of geographic and demographic markets.
Because of this, we believe that there is the potential to more than double
our store base over the long-term within the United States. In addition, we
expect to continue to evaluate acquisition opportunities as they arise as an
element of our long-term growth strategy.
Refine Merchandising Initiatives. We continue to refine our product
offerings with the long-term goal of increasing the number of customer
transactions and the average transaction value per customer. We intend to
continue to apply these practices, by adjusting the quality, selection and price
points in our core merchandise categories -- diamonds, gold, precious and
semi-precious jewelry.
Enhance Sales and Marketing Initiatives. We use direct marketing and
in-store promotions to stimulate store sales. We plan to continue to use our
customer file of over 1.1 million names with targeted direct mailing
initiatives. For example, during fourth quarter of fiscal 2002 we increased our
direct mailings by approximately 20% versus the fourth quarter of fiscal 2001.
We intend to prudently expand our direct mail programs in fiscal 2003.
STORE OPERATIONS
Site Selection. We are very strict in our site selection methodology.
Our stores average approximately 870 square feet and our layout is flexible
enough to adapt to each location. We typically locate our stores in high
traffic, "center court" locations in desirable regional and superregional malls
throughout the United States. We select locations for stores based on our
evaluation of individual site economics and market conditions. When deciding to
enter a new market, we evaluate a number of criteria including the following:
o current and future size, demographic make-up and growth potential of
the market;
o total store sales potential;
o ability to leverage existing infrastructure, personnel, brand
awareness; and
o the size, strength and merchandising philosophy of existing and
potential competitors in the marketplace.
In choosing specific sites within a given mall, in a new or existing
market, we apply site selection criteria taking into account numerous factors,
including the following:
o size of space;
o store visibility;
o traffic patterns;
o real estate costs;
o store locations of our competitors; and
o overall retail potential.
Store Layout. Our stores are located in high visibility locations and
provide our customers with a comfortable and inviting shopping environment.
Nearly all of the stores have an open entrance. Stores are brightly lit and
generally are designed to have display cases situated along the lease line. By
formatting the stores in this "customer-friendly" manner and without a formal
entryway, a casual mall shopper comes in very close contact with the store's
merchandise and personnel without the natural apprehension many have upon
entering a fine jewelry store. We periodically adjust all of our store
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concepts to blend an appropriate theme of elegance, with a goal of creating a
"customer-friendly" environment for our customers.
Store Management. Each of our stores is operated under the direction of
a store manager who is responsible for management of all store-level operations,
including sales and most personnel matters. A number of non-sales related
administrative functions are performed at our corporate office in Chicago. A
significant portion of the compensation of store managers is based on incentives
which focus on sales productivity and store profitability. The store managers
are assisted by a staff that usually includes an assistant manager and four to
eight sales associates, depending upon store operating hours and anticipated
sales volume. We have approximately 44 supervisors who concentrate their efforts
on store-focused sales strategies. Each supervisor is based in one store, but
spends most of his or her time visiting other stores. Our senior officers spend
a substantial amount of their time working with store supervisors and visiting
stores to reinforce the close communication between senior executives and store
personnel.
Operating Cost Controls. Our store operations are designed to maintain
low operating costs at the store level. Our small average store size reduces
fixed costs, and the lack of recourse credit eliminates the need for most
overhead expenses normally associated with credit operations. We also seek to
reduce store-level operating costs through efficient sales staff utilization. To
assist store personnel in their selling efforts, a number of the administrative
functions normally performed at the store level are performed at the corporate
level.
Store Employee Compensation. We seek to hire experienced sales
personnel and motivate our store employees by linking a meaningful percentage of
employee compensation to individual and store sales performance, as well as by
offering opportunities for promotion within the company.
Employee Training. We believe that providing knowledgeable and
responsive customer service is critical to our success and, accordingly, have
developed and implemented extensive employee training programs. Management
provides intensive on-the-job training during the first weeks of employment.
This training continues throughout the employee's tenure following a structured,
workbook-based program of product knowledge, sales and operational process
training. New store managers experience a similar sequence of structured
on-the-job learning activities.
MERCHANDISING
We believe that an important element of our success is a focused
merchandising strategy that reflects our upscale customer orientation and small
store format. We seek to provide a deep assortment of items across a broad range
of price points in our key product categories: diamonds (such as diamond
jewelry, diamond solitaires and bridal), gold, and precious and semi-precious
jewelry. Unlike many of our competitors, we carry a more focused selection of
watches and virtually no costume jewelry or gift merchandise.
On average our store offers approximately 2,700 individual items,
including approximately 1,450 core jewelry items, which accounted for
approximately 57% of net sales in fiscal 2002. In addition, we have expanded our
merchandise assortment in higher price points. Our average price per merchandise
sale has increased from $255 in fiscal 1996 to $302 in fiscal 2002. A
substantial portion of our sales are made at prices discounted from listed
reference prices. The methodology for achieving these discounts is carefully
monitored on an on-going basis.
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The following table sets forth our percentage of total merchandise
sales by category for the following periods:
FISCAL YEAR ENDED JANUARY 31,
---------------------------------------------
1999 2000 2001 2002 2003
----- ----- ----- ----- -----
Diamonds 59.9% 60.3% 62.6% 64.6% 66.4%
Gold 20.3 20.2 19.5 18.6 17.4
Precious/Semi-Precious 17.7 17.4 16.5 15.3 14.2
Watches 2.1 2.1 1.4 1.5 2.0
----- ----- ----- ----- -----
Total 100.0% 100.0% 100.0% 100.0% 100.0%
===== ===== ===== ===== =====
We also customize the merchandising of our stores based upon each
store's sales volume, individual market preferences and historical selling
patterns. We continually test new items in our stores and monitor their sales
performance to identify additional sales opportunities.
Along with our broad product assortment, we also provide jewelry repair
services to our customers (sales from which represented 2.7% of fiscal 2002 net
sales) and jewelry service plans (sales from which represented 2.0% of fiscal
2002 net sales). Actual repair work is performed by jewelers under independent
contract in many of our stores.
ADVERTISING AND PROMOTIONS
The key elements of our advertising strategy include in-store and
point-of-sale marketing and direct mail campaigns. We believe that the quality
of our customer database, which currently consists of over 1.1 million
customers, has allowed us to develop targeted advertising, marketing and
promotional campaigns. We continuously test various direct mail campaigns as
part of our advertising initiatives. Frequent special promotions such as diamond
remount events, "Vice President's Day Events" and similar promotions, as well as
point of sales signage and in store flyers, are designed to increase traffic
through our stores and generate an urgency for customers to make purchases.
These promotions vary from year to year and among stores. Publicized promotional
events are an important part of our marketing efforts, and we generate a
significant portion of our revenues during such events.
Over the past several years, direct marketing has become an
increasingly important element of our advertising and promotion strategy. For
example, during fourth quarter 2002 we increased our direct mailings by
approximately 20% versus fourth quarter of fiscal 2001. We intend to prudently
expand our direct mail programs in fiscal 2003.
We generally offer to customers a 30-day return or 90-day exchange
policy.
We also offer a layaway program that enables our customers to hold an
item at our stores and pay for it over a one-year period without interest
charges. The customer is required to make an initial deposit to establish the
layaway and is required to make monthly payments. We retain possession of
merchandise placed in layaway until the customer has made all required payments.
CREDIT
We operate based upon a "no credit risk" policy. When purchasing on
credit, customers must use their personal credit cards (e.g., Visa, MasterCard,
American Express and others), our private label credit cards, which are
available through a third party and are non-recourse to us, or other
non-recourse third party credit arrangements. Because our credit programs are
non-recourse to us, we have no customer credit risk for non-payment by the
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customer associated with the sale. At the same time, we believe that our
ability to offer credit through our "private label" credit cards and other
non-recourse arrangements is attractive to many customers, including those who
prefer not to have their jewelry purchases count towards their credit limits
on their personal third party credit cards. We encourage sales on our private
label credit card or other non-recourse third party credit arrangements
because customer purchases on this type of credit tend to generate higher
average sales. In fiscal 2002, our average private label credit sale was
approximately $827, compared to average personal credit card sale of
approximately $261.
Our private label credit program is currently run through G.E. Capital
Consumer Card Co. ("G.E.CC") and other non-recourse credit card purveyors. Under
these programs customers may apply for instant credit for merchandise purchases.
In 1998, General Electric Capital Corporation ("GE Capital") and Bank One, N.A.
formed a joint venture named Monogram Credit Service LLC. In 2000, G.E.CC became
the successor to this joint venture.
Our credit strategy and our focus on a more upscale clientele are
interrelated. A substantial portion of the users of private label credit offered
by many jewelers tend to be customers with more limited financial resources or a
weaker credit history. In contrast, our adherence to a "no credit risk" policy
limits our sales to such individuals. Thus, we have historically oriented our
merchandising programs to appeal to a more affluent, less credit-reliant
consumer.
Under the credit programs, the credit purveyors have no recourse
against us based on the customer's failure to pay; recourse against us is
restricted to those cases where the receivable itself is defective (such as
incorrectly completed documentation or certain situations involving customer
fraud.) Our expense related to these cases was less than 0.5% of sales during
fiscal 2002. Our credit card discount expense for fiscal 2002 and fiscal 2001
represented 2.9% and 2.6%, respectively, of credit sales. In general, our credit
card discount expense is higher for our private label programs than for personal
credit cards, such as Visa and MasterCard. G.E.CC provides credit to our
customers using its own credit criteria and policies. We pay a fee to G.E.CC
based primarily upon the volume of credit and type of promotion extended. We
have similar non-recourse arrangements with other credit purveyors, which we use
in addition to G.E.CC's program to assist customers in financing their
purchases. In addition, we utilize a check authorization company which
guarantees payments on transactions involving certain personal checks.
Several years ago, we introduced a "One-Year No-Interest" program
through GE Capital. Under this program, GE Capital offers customers a financing
arrangement with no interest for one year, for which we pay GE Capital a
significantly higher fee than we pay under its standard program. We have
successfully used this program and continue to offer this and other interest
free promotions (e.g., three-month no interest, six-month no interest) from time
to time. This program enables us to offer our customers competitive,
interest-free terms and other attractive promotions despite our "no credit risk"
policy.
SEASONALITY
Our business is highly seasonal, with a significant portion of our
sales transacted and substantially all of our income generated during the fourth
fiscal quarter ending January 31, 2003. Historically, income generated in the
fourth fiscal quarter ending each January 31 represents all or a majority of the
income generated during the fiscal year. The Company has historically
experienced lower net sales in each of its first three fiscal quarters and
expects this trend to continue.
PURCHASING
We do not manufacture our merchandise. We purchase substantially all of
our inventory, including loose gems, directly from leading suppliers located in
the United States and abroad. We purchase merchandise from approximately 120
vendors, primarily in the United States, Israel, Italy and the Far East, who
supply various jewelry products under U.S. dollar-denominated agreements. During
fiscal 2002, our largest supplier and five largest suppliers accounted for
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approximately 12% and 37%, respectively, of the merchandise we purchased.
During fiscal 2001, our largest supplier and five largest suppliers accounted
for approximately 12% and 39%, respectively, of the merchandise we purchased.
We also have certain subcontracting arrangements with jewelry finishers to set
loose diamonds and gemstones into rings and other jewelry, using styles
established by us or by other companies. We believe that the relationships we
have established with our suppliers and subcontractors are good. We have not
experienced any difficulty in obtaining satisfactory sources of supply and
believe that adequate alternative sources of supply exist for substantially
all types of merchandise sold in our stores. However, the loss of one or more
of our major suppliers, particularly at certain critical times during the year,
could have a material adverse effect on us.
We maintain a strict quality assurance program, with almost all
shipments from suppliers being counted or weighed and visually inspected upon
receipt at our headquarters in Chicago, Illinois.
During fiscal 2002, our average net monthly investment in inventory
(i.e., the total cost of inventory owned and paid for) was approximately 61% of
the total cost of our on-hand merchandise with the remaining percentage being
trade payables and consignment inventory. For example, as of January 31, 2003,
the average amount of consignment merchandise per store was approximately
$208,000. Our vendor relationships for non-consignment inventory are often
granted exchange privileges which permit us to return or exchange certain unsold
merchandise for new products at any time. In summary, our relationships with
vendors encourage their participation in and responsibility for, merchandise
turnover and profitability. These arrangements also permit us to have more
merchandise available for sale in stores and reduce somewhat our exposure to
changes in fashion trends and inventory obsolescence.
As participants in the jewelry industry, we are affected by general
industry-wide fluctuations in the prices of diamonds and gold and, to a lesser
extent, other precious and semi-precious metals and stones. During fiscal 2002,
diamonds, gold, precious and semi-precious jewelry accounted for approximately
98.0% of our net merchandise sales. The supply and price of diamonds in the
principal world markets are significantly influenced by a single entity, the
Diamond Trading Company (formerly called the Central Selling Organization), a
marketing arm of DeBeers Consolidated Mines Ltd. of South Africa. The Diamond
Trading Company has traditionally controlled the marketing of a substantial
majority of the world's supply of diamonds and sells rough diamonds to worldwide
diamond cutters from its London office in quantities and at prices determined in
its sole discretion. The availability of diamonds to the Diamond Trading Company
and our suppliers is to some extent dependent on the political situation in
diamond producing countries, such as South Africa, Botswana, Zaire, republics of
the former Soviet Union and Australia, and on continuation of the prevailing
supply and marketing arrangements for raw diamonds. Until alternate sources
could be developed, any sustained interruption in the supply of diamonds or any
oversupply from the producing countries could adversely affect us and the retail
jewelry industry as a whole. During 2000, DeBeers entered into a $400 million,
five-year partnership with LVMH, the luxury-goods company, to market its own
branded diamonds.
Increasing attention has been focused recently on the issue of
"conflict" diamonds. Conflict diamonds are extracted from war-torn regions and
sold by rebel forces to fund insurrection. Concerned participants in the diamond
trade seek to exclude such diamonds, which represent a small fraction of the
world's supply, from legitimate trade through an international system of
certification and legislative initiatives. It is not expected that such efforts,
if successful, will substantially affect the supply of diamonds. However, in the
near term, efforts by non-governmental organizations to increase consumer
awareness of the issue and encourage legislative response could affect consumer
demand for diamonds.
We are constantly altering the mix of our products and we have
increased the percentage of higher priced items in our stores. Higher priced
jewelry items tend to have a slower rate of turnover, thereby increasing the
risks to us associated with price fluctuations and changes in fashion trends.
INVENTORY LOSS PREVENTION
We undertake substantial efforts to safeguard our jewelry inventory
from loss and theft, including the use of security alarm systems and safes at
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each store and the taking of daily inventory of higher value items. In
addition, our inventory management and control system, which tracks each item
in our inventory, provides a further check against loss or theft. During
fiscal 2002, in-store inventory shrinkage amounted to approximately 1.0% of
sales. We have a full-time executive who directs our loss prevention
department. We maintain insurance (subject to certain deductibles) covering the
risk of loss of merchandise in transit, on store premises (and in our
distribution facility whether owned or on consignment) in amounts that we
believe are reasonable and adequate for the types and amounts of merchandise
that we carry.
MANAGEMENT INFORMATION SYSTEMS
We utilize customized management information systems throughout our
business to facilitate the design and implementation of selling strategies and
as an integral part of our financial and other operational controls. Our
management information system utilizes IBM AS400 systems as its foundation. The
system incorporates point-of-sale computers in our stores with a merchandise
management and purchase order management system and utilizes software
specifically designed or customized for the jewelry industry. The information
system has been upgraded to support our current needs but further upgrading is
necessary to support our growth.
We use the management information system to track each individual item
of merchandise from receipt to ultimate sale or return to the vendor. As a
result, management can closely monitor inventory by location, sales, gross
margin, inventory levels and turnover statistics, reallocating inventory among
stores when beneficial. This system also enables management to review each
store's and each employee's productivity and performance. Based on the sales
data, we tailor each store's inventory composition and plan our purchasing
requirements accordingly. The system enables us to manage our inventory at the
store level, including the automatic replenishment of merchandise generally once
or twice a week.
The system also automatically provides a daily reconciliation of each
store's transactions for prompt investigation of discrepancies. The
point-of-sale computers are polled nightly by the headquarters system and
updated data is available at the beginning of the following day for use by
central office and store supervisory personnel, and for transfer into our
accounting, merchandising and other management information systems.
We have implemented, through our point-of-sale system, the ability to
capture and retain selected customer data from each sale (name, address, phone,
birthday, anniversaries, historical purchases, etc.). Our store managers and
sales associates often use this data in their efforts to contact customers and
anticipate and facilitate future add-on purchases by our customers. We use the
customer data in our direct marketing promotional campaigns. The point of sale
systems also track required inspection dates for customers with diamond
warranties. Sales associates are prompted by the system to contact these
customers to remind them of the required in-store inspection.
COMPETITION
The jewelry business is fragmented and highly competitive. We compete
with national and regional jewelry chains and local independently owned jewelry
stores, especially those that operate in malls, as well as with department
stores, catalog showrooms, discounters, direct mail suppliers, televised home
shopping networks and Internet commerce. In addition, during 2000 DeBeers
entered into a $400 million, five-year partnership with LVMH, the luxury goods
company, to market its own branded diamonds. Diamond Trading Company, a
marketing arm of DeBeers has traditionally controlled the marketing of a
substantial majority of the world's supply of diamonds. Certain of our
competitors are substantially larger and have greater financial resources than
us and can take advantage of national advertising programs. We also believe that
we compete for consumers' discretionary spending dollars with retailers that
offer merchandise other than jewelry.
We believe that the primary competitive factors affecting our
operations are store location and atmosphere, quality of sales personnel and
10
service, breadth, depth and quality of merchandise offered, pricing, credit
and reputation. We emphasize our merchandise selection, sales personnel, store
location and design and pricing in competing in our target market.
In the past few years several businesses began marketing fine jewelry
via the Internet. Large scale consumer acceptance of Internet fine jewelry
retailing could transform the jewelry retailing business, result in lower price
points and margins, and adversely affect our results of operations or financial
condition. Although we initiated an e-commerce sales program in 2000, to date
our e-commerce initiatives have not resulted in significant on-line sales and we
are not currently transacting Internet sales of jewelry. We are currently
evaluating our e-commerce and Internet strategies.
INTELLECTUAL PROPERTY
Whitehall(R) Co. Jewellers, Lundstrom(R) Jewelers and Marks Bros.(R)
Jewelers are registered trademarks in the United States. We also have registered
the Internet domain names "whitehalljewellers.com" and "lundstromjewelers.com."
Our trademarks are held by, and our licensing activity is conducted by, WH Inc.
of Illinois, a wholly owned subsidiary of Whitehall Jewellers.
During 2002, four stores operated in Japan under the name "Lundstrom"
pursuant to a license agreement with Nihon Gold Chain Co-Operation. The license
agreement has been terminated and the right to operate using the Lundstrom name
ended January 31, 2003. Royalty and license fee income generated from this
agreement totaled approximately $29,000 during fiscal 2002.
EMPLOYEES
As of January 31, 2003, we had 2,673 employees, including approximately
2,504 store level employees. We usually hire a limited number of temporary
employees during each Christmas selling season. None of our employees are
represented by a union. We believe that our relations with our employees are
good.
REGULATION
Our operations are affected by numerous federal and state laws that
impose disclosure and other requirements upon the origination, servicing,
enforcement and advertising of credit accounts, and limitations on the maximum
amount of finance charges that may be charged by a credit provider. Although
credit to our customers is provided by third parties without recourse to us
based upon a customer's failure to pay, any restrictive change in the regulation
of credit, including the imposition of, or changes in, interest rate ceilings,
could adversely affect the cost or availability of credit to our customers and,
consequently, our results of operations or financial condition.
Our operations are also affected by federal and state laws relating to
marketing practices in the retail jewelry industry. In marketing to our
customers, we compare many of our prices to "reference prices." Our literature
indicates to customers that our reference price for an item is our general
determination of the non-discounted price at which comparable merchandise of
like grade or quality is advertised or offered for sale by competitive
retailers. Our literature further notes that we do not know whether competitive
retailers have actually made any sales at the reference price, and the reference
price is not our current selling price or the price at which we formerly sold an
item. We are, from time to time, subject to regulatory investigation relating to
our "reference prices" in marketing to our customers. Although we believe that
pricing comparisons are common in the jewelry business, there can be no
assurance that this position would be upheld.
On July 25, 2002, the Company was named a defendant in a wage hour
class action suit filed in California by three former store managers. The case
is based principally upon the allegation that store managers employed by the
Company in California should have been classified as non-exempt for overtime
purposes. The plaintiffs seek recovery of allegedly unpaid overtime wages for
the four-year period preceding the filing date, along with certain penalties,
interest and attorneys fees. The purported class includes all current and former
11
store managers employed by the Company in California for the four-year period
preceding the filing of the complaint. The Company denied liability and
asserted that its managers were properly classified. The parties have reached
a preliminary agreement to settle the matter resulting in a pre-tax charge of
$1,000,000, inclusive of the plaintiffs' attorneys' fees, interest, penalties,
administrative costs and other Company costs. This settlement covers the period
from July 25, 1998 through the date of settlement approval. Completion of the
settlement is subject to, among other things, the successful negotiation and
execution of a written settlement agreement, opt out and other potential
contingencies in the settlement agreement, court approval and administration
of the claims process. The parties are in the process of negotiating the
specific settlement terms.
AVAILABLE INFORMATION
We maintain an Internet website at www.whitehalljewellers.com that
includes a hypertext link to the Securities and Exchange Commission's website
where our Annual Report on Form 10-K, Quarterly Reports on 10-Q, Current Reports
on Form 8-K and all amendments to those reports are available without charge, as
soon as reasonably practicable following the time that they are filed with or
furnished to the Securities and Exchange Commission.
ITEM 2. PROPERTIES
As of April 30, 2003, we operated 385 stores in 38 states. All of these
stores are leased and are located in regional or superregional malls. Our
typical new store lease has a term of 10 years plus the first partial lease
year. Terms generally include a minimum base rent, a percentage rent payment
based on store sales and certain other occupancy charges. At January 31, 2003
the average remaining life of the leases for our stores was approximately six
years. While there can be no assurance, we expect to be generally able to
renew these leases as they expire.
We also lease approximately 28,400 square feet of office and
administrative space in Chicago, Illinois in an office building housing our
corporate headquarters, distribution functions and quality assurance operations.
This lease expires on December 31, 2005.
ITEM 3. LEGAL PROCEEDINGS
On July 25, 2002, the Company was named a defendant in a wage hour
class action suit filed in California by three former store managers. The case
is based principally upon the allegation that store managers employed by the
Company in California should have been classified as non-exempt for overtime
purposes. The plaintiffs seek recovery of allegedly unpaid overtime wages for
the four-year period preceding the filing date, along with certain penalties,
interest and attorneys fees. The purported class includes all current and former
store managers employed by the Company in California for the four-year period
preceding the filing of the complaint. The Company denied liability and asserted
that its managers were properly classified. The parties have reached a
preliminary agreement to settle the matter resulting in a pre-tax charge of
$1,000,000, inclusive of the plaintiffs' attorneys' fees, interest, penalties,
administrative costs and other Company costs. This settlement covers the period
from July 25, 1998 through the date of settlement approval. Completion of the
settlement is subject to, among other things, the successful negotiation and
execution of a written settlement agreement, opt out and other potential
contingencies in the settlement agreement, court approval and administration
of the claims process. The parties are in the process of negotiating the
specific settlement terms.
The Company is also involved from time to time in certain legal actions
and regulatory investigations arising in the ordinary course of business.
Although there can be no certainty, it is the opinion of management that none
of these other actions or investigations will have a material adverse effect
on our results of operations or financial condition and such matters could have
a material adverse effect on quarterly or annual operating results and cash
flows when resolved in a future period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference to section entitled "Market for the
Registrant's Common Equity and Related Stockholder Matters" in the Company's
2002 Annual Report, which is included as Exhibit 13 to this Annual Report on
Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated herein by reference to section entitled "Selected
Historical Financial and Operating Data" in the Company's 2002 Annual Report,
which is included as Exhibit 13 to this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Incorporated herein by reference to section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's 2002 Annual Report, which is included as Exhibit 13 to this Annual
Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated herein by reference to section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
Company's 2002 Annual Report, which is included as Exhibit 13 to this Annual
Report on Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated herein by reference to sections entitled "Statements of
Operations," "Balance Sheets," "Statements of Stockholders' Equity," "Statements
of Cash Flows" and "Notes to Financial Statements" in the Company's 2002 Annual
Report, which is included as Exhibit 13 to this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the headings "Election of Directors,"
"Executive Officers" and "Section 16(a) Beneficial Ownership Reporting
Compliance" in the Proxy Statement (which Proxy Statement we intend to file with
the Securities and Exchange Commission on or about May 23, 2003) is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Except for information referred to in Item 402(a)(8) of Regulation S-K,
the information contained under the headings "Election of Directors" and
"Executive Compensation and Other Information" in the Proxy Statement (which
Proxy Statement we intend to file with the Securities and Exchange Commission on
or about May 23, 2002) is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the heading "Security Ownership of
Certain Beneficial Owners and Management" in the Proxy Statement (which Proxy
Statement we intend to file with the Securities and Exchange Commission on or
about May 23, 2003) is incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION TABLE
The following table provides information as of January 31, 2003
regarding the number of shares of the Company's common stock that may be issued
under it's equity compensation plans.
................................ ............................ ............................ ............................
(a) (b) (c)
................................ ............................ ............................ ............................
Plan Category Number of securities to be Weighted-average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, options, warrants and future issuance under
warrants and rights rights equity compensation plans
(excluding securities
reflected in column (a))
................................ ............................ ............................ ............................
Equity compensation plans 2,956,004 $11.814 335,327
approved by security holders
................................ ............................ ............................ ............................
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading "Certain Relationships and
Related Transactions" in the Proxy Statement (which Proxy Statement we intend to
file with the Securities and Exchange Commission on or about May 23, 2003) is
incorporated herein by reference.
ITEM 14. CONTROLS AND PROCEDURES.
(a) Based on their evaluation within 90 days prior to the date of the
filing of this annual report on Form 10-K, the chief executive officer and the
chief financial officer of the Company have concluded that disclosure controls
and procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934 (the "Exchange Act"), are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.
(b) There were no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of the evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
14
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements are filed as part of this report:
Report of Independent Public Accountants.*
Balance Sheets of the Company as of January 31, 2003 and 2002.*
Statements of Operations of the Company for the years ended January 31,
2003, 2002, and 2001.*
Statements of Stockholders' Equity of the Company for the years ended
January 31, 2003, 2002, and 2001.*
Statements of Cash Flows of the Company for the years ended January 31,
2003, 2002 and 2001.*
Notes to Financial Statements.*
- ------------
* Incorporated herein by reference from the Company's 2002 Annual
Report.
(a)(2) Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
Report of Independent Public Accountants on Financial Statement
Schedule Page 24
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and
therefore have been omitted.
15
(a)(3) Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Company with the Securities and Exchange
Commission, as indicated. All other documents listed are filed with this Report.
EXHIBIT NO. DESCRIPTION
- -----------
*3.1 Second Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 of the Company's
Quarterly Report on Form 10-Q for the period ended April 30,
2002, file No. 0-028176.
*3.2 Amended and Restated By-Laws of the Company. Incorporated by
reference to Exhibit 3.2 of the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1999, file No.
0-028176.
*4.1 Amended and Restated Stockholders Rights Plan. Incorporated by
reference to Exhibit 99.2 of the Company's Registration Statement
as amended on Form 8-A/A and filed with the Securities and
Exchange Commission on April 28, 1999, file No. 0-028176.
*4.2 Certificate of Designations of Series A Junior Participating
Preferred Stock. Incorporated by reference to Exhibit 4.2 of the
Company's Registration Statement on Form S-1, as amended,
originally filed on February 29, 1996 (Registration No.
333-1794).
*4.3 Indenture governing the Notes dated as of April 15, 1996 between
the Company and Norwest Bank Minnesota, National Association, as
Trustee (the "Indenture"). Incorporated by reference to Exhibit
4.3 of the Company's Registration Statement on Form S-1
originally filed with the Securities and Exchange Commission on
May 17, 1996 (Registration No. 333-04043).
*4.4 Form of Series C Notes (included in Exhibit 4.3 to this Form
10-K). Incorporated by reference to Exhibit 4.6 of the Company's
Registration Statement on Form S-1 originally filed with the
Securities and Exchange Commission on May 17, 1996 (Registration
No. 333-04043).
*4.5 Form of Series D Notes (included in Exhibit 4.3 to this Form
10-K). Incorporated by reference to Exhibit 4.7 of the Company's
Registration Statement on Form S-1 originally filed with the
Securities and Exchange Commission on May 17, 1996 (Registration
No. 333-04043).
*4.6 First Supplemental Indenture to Indenture. Incorporated by
reference to Exhibit 4.4 of the Company's Registration Statement
on Form S-1 originally filed with the Securities and Exchange
Commission on May 17, 1996 (Registration No. 333-04043).
16
*4.7 Second Supplemental Indenture to Indenture. Incorporated by
reference to Exhibit 4.7 of the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 1998, file No.
0-028176.
*10.1 Second Amended and Restated Registration Agreement. Incorporated
by reference to Exhibit 10.1 of the Company's Registration
Statement on Form S-1 originally filed with the Securities and
Exchange Commission on May 17, 1996 (Registration No. 333-04043).
*10.2 Letter Agreements re: Incentive Stock Option dated September 28,
1995 between the Company and each of Hugh M. Patinkin, John R.
Desjardins and Matthew M. Patinkin, respectively. Incorporated by
reference to Exhibit 10.2 of the Company's Registration Statement
on Form S-1, as amended, originally filed on February 29, 1996
(Registration No. 333-1794).(1)
*10.3 Letter Agreements re: Restricted Stock Awards dated September 28,
1995 between the Company and each of Hugh M. Patinkin, John R.
Desjardins and Matthew M. Patinkin. Incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on Form S-1,
as amended, originally filed on February 29, 1996 (Registration
No. 333-1794). (1)
*10.4 Letter Agreements re: Incentive Compensation dated September 28,
1995 between the Company and each of Hugh M. Patinkin, John R.
Desjardins and Matthew M. Patinkin. Incorporated by reference to
Exhibit 10.4 of the Company's Registration Statement on Form S-1,
as amended, originally filed on February 29, 1996 (Registration
No. 333-1794). (1)
*10.5 Company's 1995 Executive Incentive Stock Option Plan.
Incorporated by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-1, as amended, originally filed
on February 29, 1996 (Registration No. 333-1794). (1)
*10.6 Letter Agreement re: Incentive Stock Option between the Company
and Lynn D. Eisenheim. Incorporated by reference to Exhibit 10.6
of the Company's Registration Statement on Form S-1, as amended,
originally filed on February 29, 1996 (Registration No.
333-1794).(1)
*10.7 1996 Long-Term Incentive Plan, as amended. Incorporated by
reference to Exhibit 10.7 of the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 2001, file No.
0-028176.(1)
*10.8 Lease dated May 14, 1992 between the Company and New York Life
Insurance Company relating to the Company's corporate
headquarters. Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1, as amended,
originally filed on February 29, 1996 (Registration No.
333-1794).
17
*10.9 ESOP Restructuring Agreement, dated as of March 29, 1996, between
the Company and the Whitehall Jewellers, Inc. Employee Stock
Ownership Trust. Incorporated by reference to Exhibit 10.12 of
the Company's Registration Statement on Form S-1 originally filed
with the Securities and Exchange Commission on May 17, 1996
(Registration No. 333-04043).
*10.10 Amended and Restated Employee Stock Ownership Plan. Incorporated
herein by reference to Exhibit 10.15 of the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1997,
file No. 0-028176.
*10.11 Form of Executive Severance Agreements, as amended, each dated
May 7, 1996, between the Company and each of Hugh M. Patinkin,
John R. Desjardins and Matthew M. Patinkin. Incorporated by
reference to Exhibit 10.3 of the Company's Registration Statement
on Form S-3 as originally filed with the Securities and Exchange
Commission on January 27, 2000 (Registration No. 333-95465).(1)
*10.12 Employment and Severance Agreement dated March 17, 1997 between
the Company and Manny A. Brown. Incorporated by reference to
Exhibit 10.22 filed with the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1999, file No. 0-028176.(1)
*10.13 Employment and Severance Agreement, dated as of January 24, 2000,
between the Company and Jon H. Browne. Incorporated by reference
to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
for the period ended July 31, 2000, file No. 0-028176.(1)
*10.14 Executive Severance Agreement dated November 1, 2000, between the
Company, WH Inc. of Illinois, a wholly owned subsidiary of the
Company, and Lynn D. Eisenheim. Incorporated by reference to
Exhibit 10.14 of the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 2001, file No. 0-028176.(1)
*10.15 1997 Long-Term Incentive Plan, as amended. Incorporated by
reference to Exhibit 10.1 of the Company's Quarterly Report on
Form 10-Q for the period ended April 30, 2002, File No. 0-028176
*10.16 Form of Stock Option Agreement for Employees under the 1997
Long-Term Incentive Plan. Incorporated by reference to Exhibit
10.16 of the Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 2001, file No. 0-028176. (1)
*10.17 Performance Based Incentive Stock Option Agreements, each dated
March 18, 1999 and June 8, 1999, with each of Hugh M. Patinkin,
Matthew M. Patinkin, John R. Desjardins, Manny A. Brown and Lynn
D. Eisenheim, under the 1997 Long-Term Incentive Plan.
Incorporated by reference to Exhibit 10.17 of the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
2001, file No. 0-028176. (1)
18
*10.18 Incentive Stock Option Agreement, dated as of January 24, 2000,
between the Company and Jon H. Browne. Incorporated by reference
to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q
for the period ended July 31, 2000, file No. 0-028176.(1)
*10.19 Form of Non-Qualified Stock Option Agreement under the 1997
Non-Employee Director Stock Option Plan. Incorporated by
reference to Exhibit 10.19 of the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 2001, file No.
0-028176. (1)
*10.20 Form of Restricted Stock Award Agreement for Executive Officers
under the 1997 Long-Term Incentive Plan. Incorporated by
reference to Exhibit 10.20 of the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 2001, file No.
0-028176.(1)
*10.21 Form of Restricted Stock Award Agreement for Non-Employee
Directors under the 1997 Long-Term Incentive Plan. Incorporated
by reference to Exhibit 10.21 of the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 2001, file No.
0-028176. (1)
*10.22 1998 Non-Employee Directors Stock Option Plan. Incorporated by
reference to Exhibit 99.1 of the Company's Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on
April 15, 1998 (Registration No. 333-50159). (1)
*10.23 Amendment Number One to the 1998 Non-Employee Directors Stock
Option Plan. Incorporated by reference to Exhibit 10.14 of the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, file No. 0-028176.(1)
*10.24 Form of Non-Qualified Stock Option Agreement under the 1998
Non-Employee Director Stock Option Plan. Incorporated by
reference to Exhibit 10.24 of the Company's Annual Report on Form
10-K for the fiscal year ended January 31, 2001, file No.
0-028176. (1)
*10.25 Asset Purchase Agreement dated as of June 19, 1998 by and among
Whitehall Jewellers, Inc. (f/k/a Marks Bros. Jewelers, Inc.),
Carlyle & Co. Jewelers, Carlyle & Co. of Montgomery and J.E.
Caldwell Co. Incorporated by reference to Exhibit 2.2 of the
Company's Current Report on Form 8-K dated September 10, 1998 and
filed with the Securities and Exchange Commission on September
22, 1998, file No. 0-028176.
*10.26 Amended and Restated Revolving Credit, Term Loan and Gold
Consignment Agreement dated as of September 10, 1998 by and among
Whitehall Jewellers, Inc. (f/k/a Marks Bros. Jewelers, Inc.) the
Banks (as defined therein), BankBoston, N.A. as Agents for the
Banks, and LaSalle National Bank and ABN AMRO Bank, N.V. as
Agents for the Banks. Incorporated by reference to Exhibit 10.2
of the Company's Quarterly Report on Form 10-Q for the period
ended October 31, 1998, file No. 0-028176.
19
*10.27 First Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of November 17,
1998, by and among Whitehall Jewellers, Inc., the Banks (as
defined therein), BankBoston, N.A. as Agents for the Banks, and
LaSalle National Bank and ABN AMRO Bank, N.V. as Agents for the
Banks. Incorporated by reference to Exhibit 10.17 of the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, file No. 0-028176.
*10.28 Second Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of October 5, 1999,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), BankBoston, N.A. as Agents for the Banks, and LaSalle
Bank National Association and ABN AMRO Bank, N.V. as Agents for
the Banks. Incorporated by reference to Exhibit 10.3 of the
Company's Quarterly Report on Form 10-Q for the period ended July
31, 2000, file No. 0-028176.
*10.29 Third Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of February 9, 2000,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), BankBoston, N.A. as Agents for the Banks, and LaSalle
Bank National Association and ABN AMRO Bank, N.V. as Agents for
the Banks. Incorporated by reference to Exhibit 10.4 of the
Company's Quarterly Report on Form 10-Q for the period ended July
31, 2000, file No. 0-028176.
*10.30 Fourth Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of June 26, 2000, by
and among Whitehall Jewellers, Inc., the Banks (as defined
therein), BankBoston, N.A. as Agents for the Banks, and LaSalle
Bank National Association and ABN AMRO Bank, N.V. as Agents for
the Banks. Incorporated by reference to Exhibit 10.5 of the
Company's Quarterly Report on Form 10-Q for the period ended July
31, 2000, file No. 0-028176.
*10.31 Fifth Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of August 18, 2000,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), BankBoston, N.A. as Agents for the Banks, and LaSalle
Bank National Association and ABN AMRO Bank, N.V. as Agents for
the Banks. Incorporated by reference to Exhibit 10.6 of the
Company's Quarterly Report on Form 10-Q for the period ended July
31, 2000, file No. 0-028176.
*10.32 Waiver and Sixth Amendment to Amended and Restated Revolving
Credit, Term Loan and Gold Consignment Agreement dated as of
November 16, 2000, by and among Whitehall Jewellers, Inc., the
Banks (as defined therein), Fleet Capital Corporation as Agents
for the Banks, and LaSalle Bank National Association and ABN AMRO
Bank, N.V. as Agents for the Banks. Incorporated by reference to
Exhibit 10.32 of the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 2001, file No. 0-028176.
20
*10.33 Seventh Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of January 31, 2001,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), Fleet Capital Corporation as Agents for the Banks, and
LaSalle Bank National Association and ABN AMRO Bank, N.V. as
Agents for the Banks. Incorporated by reference to Exhibit 10.33
of the Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 2001, file No. 0-028176.
*10.34 Eighth Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of April 27, 2001,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), Fleet Capital Corporation as Agents for the Banks, and
LaSalle Bank National Association and ABN AMRO Bank, N.V. as
Agents for the Banks. Incorporated by reference to Exhibit 10.1
of the Company's Quarterly Report on Form 10-Q for the period
ended April 30, 2001, file No. 0-028176.
*10.35 Ninth Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of October 31, 2001,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), Fleet Capital Corporation as Agents for the Banks, and
LaSalle Bank National Association and ABN AMRO Bank, N.V. as
Agents for the Banks. Incorporated by reference to Exhibit 10.1
of the Company's Quarterly Report on Form 10-Q for the period
ended October 31, 2001, file No. 0-028176.
*10.36 Tenth Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of June 30, 2002, by
and among Whitehall Jewellers, Inc., the Banks (as defined
therein), Fleet Capital Corporation as Agents for the Banks, and
LaSalle Bank National Association and ABN AMRO Bank, N.V. as
Agents for the Banks. Incorporated by reference to Exhibit 10.1
of the Company's Quarterly Report on Form 10-Q for the period
ended July 31, 2002, file No. 0-028176.
10.37 Eleventh Amendment to Amended and Restated Revolving Credit, Term
Loan and Gold Consignment Agreement dated as of January 31, 2003,
by and among Whitehall Jewellers, Inc., the Banks (as defined
therein), Fleet Capital Corporation as Agents for the Banks, and
LaSalle Bank National Association and ABN AMRO Bank, N.V. as
Agents for the Banks.
*10.38 401(k) Plan. Incorporated by reference to Exhibit 10.17 of the
Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1998, file No. 0-028176. (1)
*10.39 Second Amendment to 401(k) Plan. Incorporated by reference to
Exhibit 10.19 of the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1999, file No. 0-028176. (1) (2)
*10.40 Third Amendment to 401(k) Plan. Incorporated by reference to
Exhibit 10.20 of the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1999, file No. 0-028176. (1)
*10.41 Fourth Amendment to 401(k) Plan. Incorporated by reference to
Exhibit 10.21 of the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1999, file No. 0-028176. (1)
21
*10.42 Whitehall Jewellers, Inc. Employee Stock Purchase Plan.
Incorporated by reference to Exhibit 4.4 of the Company's
Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on September 28, 2001 (Registration No.
333-70510). (1)
13 2002 Annual Report
21 Subsidiaries of the Company
23 Consent of PricewaterhouseCoopers LLP
24 Powers of Attorney (included on signature page)
99.1 Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certificate Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
- -------------------
(1) Represents management contract or compensatory plan or arrangement.
(2) There is no First Amendment to 401(k) Plan.
(b) Reports on Form 8-K
None
22
WHITEHALL JEWELLERS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
TWELVE MONTHS ENDED JANUARY 31, 2001, 2002 AND 2003
(DOLLARS IN THOUSANDS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------------------------- -------- -------- -------- --------
BALANCE AT CHARGED TO BALANCE AT
BEGINNING OF COSTS AND END
DESCRIPTION PERIOD EXPENSES DEDUCTION OF PERIOD
----------- ------ -------- --------- ---------
Twelve months ended 1/31/01
Allowance for doubtful accounts... $ 720 $ 1,325 $ 573 $ 1,472
======= ======= ======== =======
Inventory allowance............... 3,517 10,503 10,493 3,527
======= ======= ======== =======
Twelve months ended 1/31/02
Allowance for doubtful accounts $ 1,472 $ 577 $ 1,376 $ 673
======= ======= ======== =======
Inventory allowance 3,527 6,354 6,878 3,003
======= ======= ======== =======
Twelve months ended 1/31/03
Allowance for doubtful accounts $ 673 $ 1,686 $ 1,815 $ 544
======= ======= ======== =======
Inventory allowance 3,003 6,808 6,661 3,150
======= ======= ======== =======
23
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Whitehall Jewellers, Inc.:
In our opinion, the financial statements listed in the accompanying index
appearing under Item 15(a)(1) on page 15 present fairly, in all material
respects, the financial position of Whitehall Jewellers, Inc. (the "Company") at
January 31, 2003 and January 31, 2002, and the results of its operations and its
cash flows for each of the three years in the period ended January 31, 2003 in
conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule listed in
the index appearing under Item 15(a)(2) on page 15 presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 9 to the consolidated financial statements, effective
February 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets. Additionally, as
described in Note 2 to the financial statements, the Company changed its method
of recognizing revenue for layaway sales during the year ended January 31, 2001.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
March 4, 2003, except for Note 21 as to which the date is April 29, 2003.
24
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, this Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 1, 2003 WHITEHALL JEWELLERS, INC.
(Registrant)
By: /s/ Jon H. Browne
---------------------------------
Jon H. Browne
Executive Vice President,
Chief Financial and Administrative Officer & Treasurer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY AND SIGNATURES
Each of the undersigned officers and directors of Whitehall Jewellers,
Inc. hereby severally constitutes and appoints Hugh M. Patinkin and John R.
Desjardins, and each of them singly, our true and lawful attorneys, with full
power to them and each of them singly, to sign for us in our names in the
capacities indicated below, all amendments to this Annual Report on Form 10-K,
and generally to do all things in our names and on our behalf in such capacities
to enable Whitehall Jewellers, Inc. to comply with the provisions of the
Securities Exchange Act of 1934, as amended, and all requirements of the
Securities and Exchange Commission.
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 this 1st day of May, 2003.
Name Capacity
---- --------
/s/ Hugh M. Patinkin Chairman, President and Chief Executive Officer
- ---------------------------- (principal executive officer) and Director
Hugh M. Patinkin
/s/ John R. Desjardins Executive Vice President, Secretary
- ---------------------------- and Director
John R. Desjardins
/s/ Matthew M. Patinkin Executive Vice President and Director
- ----------------------------
Matthew M. Patinkin
/s/ Richard K. Berkowitz Director
- ----------------------------
Richard K. Berkowitz
/s/ Daniel H. Levy Director
- ----------------------------
Daniel H. Levy
/s/ Norman J. Patinkin Director
- ----------------------------
Norman J. Patinkin
/s/ Sanford Shkolnik Director
- ----------------------------
Sanford Shkolnik
/s/ Jon H. Browne Executive Vice President, Chief Financial and
- ---------------------------- Administrative Officer and Treasurer
Jon H. Browne (principal financial and accounting officer)
25
CERTIFICATE PURSUANT TO RULE 13A-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Hugh M. Patinkin, Chief Executive Officer of Whitehall Jewellers,
Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Whitehall
Jewellers, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons fulfilling the
equivalent functions):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 1, 2003 /s/ Hugh M. Patinkin
-----------------------
Name: Hugh M. Patinkin
Title: Chief Executive Officer
CERTIFICATE PURSUANT TO RULE 13A-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Jon H. Browne, Chief Financial Officer of Whitehall Jewellers, Inc.,
certify that:
1. I have reviewed this annual report on Form 10-K of Whitehall
Jewellers, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
(c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of the registrant's board of directors (or persons fulfilling the
equivalent functions):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 1, 2003 /s/ Jon H. Browne
--------------------------
Name: Jon H. Browne
Title: Chief Financial and Administrative Officer