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United States securities and exchange commission logo
February 8, 2021
Matt Susz
Senior Vice President and Chief Financial Officer
Jo-Ann Stores Holdings Inc.
5555 Darrow Road
Hudson, Ohio 44236
Re: Jo-Ann Stores
Holdings Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted January
28, 2021
CIK No. 0001834585
Dear Mr. Susz:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement submitted January 28,
2021
Prospectus Summary
JOANN Overview, page 1
1. We note your revised
disclosure in response to comment 3 that the secular themes your
industry is
experiencing include heightened DIY customer behavior, amplified
participation from both
new and existing customers and increased digital engagement. To
the extent applicable,
please disclose the impact that the COVID-19 pandemic has had on
accelerating these
themes.
Matt Susz
FirstName LastNameMatt Susz
Jo-Ann Stores Holdings Inc.
Comapany8,NameJo-Ann
February 2021 Stores Holdings Inc.
February
Page 2 8, 2021 Page 2
FirstName LastName
Digital Platform and Digital Assets Enable Scalable Profitable Growth, page 11
2. We note your revised disclosure, here and in your Business section,
that your total
customer database has grown 43% since the end of fiscal year 2018. To
provide investors
more context for the growth you have seen in 2020, please also
disclose the year-over-
year growth rate from 2018 to 2019, or provide a visual representation
of the same as you
have done on pages 3 and 89 with respect to your omni-channel net
sales.
Summary Consolidated Financial and Operating Data
Adjusted EBITDA, page 21
3. Please refer to comment 7. Please confirm our understanding that the
functions performed
under this management agreement will cease at the point of the IPO and
will not continue
in any other form subsequently in house.
4. We note your response to comment 8. With regard to costs classified as
"strategic
initiatives," we do not object to the reconciling items (c)
acquisition costs and (h) IPO
costs. However, the remaining items listed as part of this reconciling
item appear to be
regular costs of running a business. For example, determining the
optimal layout and
design of a store floor plan is a normal function of operating a
retail store, as are product
sourcing, determining retail channels, optimizing customer experience,
and determining
ways to generate revenue and reduce expenses. Although these
individual third-party
contracts may be non-recurring, the functions these contracts
performed appear to
be normal, recurring, cash operating expenses necessary to operate a
business. As such,
please remove the adjustments not related to acquisition costs and IPO
costs. Refer to the
guidance in Question 100.01 of the Compliance and Disclosure
Interpretation on Non-
GAAP Measures.
5. As a related matter, costs related to technology system implementation
may be important
to discuss as part of your comparative discussion of general and
administrative expense in
Results of Operations, the inclusion of these items as reconciling
items to Adjusted
EBITDA may not be appropriate as these are normal, recurring, cash
operating expenses
necessary to operate your business. Please remove these items from
your reconciliation of
this non-GAAP measure, or further support their inclusion. Refer to
the guidance in
Question 100.01 of the Compliance and Disclosure Interpretation on
Non-GAAP
Measures.
6. We note that you opened new stores in fiscal 2016, 2017, 2018 and
2019. Explain to us in
detail why you believe the adjustment for location pre-opening costs
is appropriate in light
of your historical openings and store expansion plan. Refer to the
guidance in Question
100.01 of the Compliance and Disclosure Interpretation on Non-GAAP
Measures.
Matt Susz
FirstName LastNameMatt Susz
Jo-Ann Stores Holdings Inc.
Comapany8,NameJo-Ann
February 2021 Stores Holdings Inc.
February
Page 3 8, 2021 Page 3
FirstName LastName
Dividend Policy, page 54
7. We note your revised disclosure in response to comment 10. Please
further revise your
disclosure to quantify the anticipated size of your intended quarterly
dividend.
You may contact Amy Geddes at 202-551-3304 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Drew Capurro, Esq.