SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED March 2, 1997 COMMISSION FILE NUMBER 1-5960
CONCORD FABRICS INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-5673758
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1359 Broadway, New York, New York 10018
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 760-0300
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 .
2,155,706 shares of Registrant's Class A Common Stock, par value $.50
per share and 1,509,401 shares of Registrant's Class B Common Stock, par
value $.50 per share were outstanding as of April 2, 1997.
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CONCORD FABRICS INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 2, 1997
INDEX Page Number
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income -
Twenty-Six Weeks Ended March 2, 1997
(Unaudited) and March 3, 1996 (Unaudited) 3
Consolidated Balance Sheets - March 2, 1997
(Unaudited), and September 1, 1996 (Derived
from Audited Financial Statements) and
March 3, 1996 (Unaudited) 4-5
Consolidated Statements of Cash Flows -
Twenty-Six Weeks Ended March 2, 1997
(Unaudited) and March 3, 1996 (Unaudited) 6
Notes to Consolidated Financial Statements
(Unaudited) 7-10
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 11-12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
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Item 1. Financial Statements
--------------------
CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Note A)
For the Twenty-Six Weeks Ended For the Thirteen Weeks Ended
------------------------------ -----------------------------
March 2, March 3, March 2, March 3,
1997 1996 1997 1996
------------ ------------ ----------- -----------
Net Sales ..................... $52,873,255 $73,463,198 $25,825,015 $39,152,098
------------ ------------ ----------- -----------
Cost of Sales ................. 36,992,337 54,223,282 18,042,741 29,008,145
Merchandising Expenses ........ 3,605,836 5,117,962 1,722,113 2,696,147
Selling and Shipping Expenses . 4,786,549 6,178,993 2,226,253 3,118,765
General and Administrative
Expenses ................... 4,908,226 5,822,054 2,486,818 2,952,166
Interest Expense (Net) ........ 590,736 958,223 289,318 484,687
------------ ------------ ----------- ------------
Total ................... $50,883,684 $72,300,514 $24,767,243 $38,259,910
------------- ------------ ----------- ------------
Earnings before income taxes .. 1,989,571 1,162,684 1,057,772 892,188
Income tax provision .......... 829,000 548,000 440,000 411,000
------------ ----------- ----------- -----------
Net Earnings .................. $ 1,160,571 $ 614,684 $ 617,772 $ 481,188
============ =========== =========== ===========
Net Earnings per Common Share . $.32 $.17 $.17 $.13
============ =========== =========== ===========
Weighted average number of shares
used in computing earnings
per Common Share ........... 3,658,074 3,624,665 3,659,791 3,625,107
============ =========== =========== ===========
Dividend per Common Share ..... NONE NONE NONE NONE
============ =========== =========== ===========
The attached notes are made a part hereof.
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CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Note A)
September 1,
1996
(Derived from
March 2, Audited March 3,
1997 Financial 1996
A S S E T S (Unaudited) Statements) (Unaudited)
- ----------- ------------ ------------ ------------
Current Assets:
Cash and cash equivalents ..... $ 9,970,492 $ 9,743,024 $ 1,186,758
Held to maturity investments (at
cost plus accrued interest) 5,854,541 -0- -0-
Income tax refund receivable .. 528,848 423,200 1,867,000
Accounts receivable (less
allowance for doubtful accounts
of $1,851,000 on March 2,
1997, $1,610,000 on September 1,
1996, and $1,645,000 on
March 3, 1996) ............. 20,147,173 27,097,106 30,158,146
Inventories (Note B) .......... 17,775,752 17,323,179 23,709,535
Prepaid expenses and other
current assets .............. 1,174,608 1,620,319 1,557,388
Deferred income taxes ......... 1,992,000 2,189,000 2,010,000
----------- ----------- -----------
Total Current Assets .......... $57,443,414 $58,395,828 $60,488,827
Property, plant and equipment
(at cost, less accumulated
depreciation and amortization of
$6,139,319 on March 2,
1997, $5,424,566 on September 1,
1996, and $5,692,954 on
March 3, 1996) ................ 7,915,527 8,117,040 8,475,886
Property and plant leased to others 1,965,292 2,041,372 2,117,452
Property, plant, & equipment held for sale -
at estimated disposal value
(Note J) ...................... 2,065,718 2,153,884 2,902,700
Other assets ..................... 2,422,539 2,456,758 2,235,661
----------- ----------- -----------
T O T A L .................. $71,812,490 $73,164,882 $76,220,526
=========== =========== ===========
The attached notes are made a part hereof.
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CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Note A)
September 1,
1996
(Derived from
March 2, Audited March 3,
1997 Financial 1996
L I A B I L I T I E S (Unaudited) Statements) (Unaudited)
- --------------------- ------------ ------------ ------------
Current Liabilities:
Notes payable - banks
(Note C) ................... $ -0- $ -0- $ 2,000,000
Accounts payable .............. 5,311,513 6,932,477 9,733,676
Accrued expenses and taxes .... 3.041,719 4,368,031 3,237,619
Income taxes payable .......... 374,000 -0- 222,000
------------ ------------ ------------
Total Current Liabilities ..... $ 8,727,232 $11,300,508 $15,193,295
Notes payable - insurance
company (Note D) .............. 20,000,000 20,000,000 20,000,000
Deferred income taxes ............ 601,000 601,000 214,000
Other liabilities ................ 454,249 424,249 391,090
------------ ------------ ------------
Total Liabilities ............. $29,782,481 $32,325,757 $35,798,385
Commitments and contingencies ------------ ------------ ------------
(Note E)
S T O C K H O L D E R S ' E Q U I T Y
- --------------------------------------
Common stock: (Notes F & G)
Class A - $.50 par value
authorized 4,000,000 shares,
issued 2,155,706 shares at
March 2, 1997, 2,146,956
shares September 1, 1996
and 2,115,656 shares at
March 3, 1996 .............. 1,077,853 1,073,478 1,057,828
Class B - $.50 par value
authorized 4,000,000 shares,
issued 1,509,401 shares at
March 2, 1997, 1,509,401
shares at September 1, 1996
and 1,509,451 shares at
March 3, 1996 .............. 754,701 754,701 754,726
Additional paid-in capital ....... 9,192,061 9,166,123 9,087,998
Retained earnings ................ 31,005,394 29,844,823 29,521,589
----------- ----------- -----------
Total Stockholders' Equity .... $42,030,009 $40,839,125 $40,422,141
----------- ----------- -----------
T O T A L .................. $71,812,490 $73,164,882 $76,220,526
=========== =========== ===========
The attached notes are made a part hereof.
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CONCORD FABRICS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Note A)
For the Twenty-Six Weeks Ended
--------------------------------
March 2, March 3,
1997 1996
------------ ------------
Cash flows from operating activities:
Net earnings ................................... $1,160,571 $ 614,684
Adjustments to reconcile net earnings to net
cash provided by (used in) operating activities:
Depreciation and amortization ............. 790,833 667,437
Deferred income tax ....................... 197,000 162,000
Provision for doubtful accounts ........... 310,200 420,000
Changes in assets:
Decrease (increase) in:
Accounts receivable ................. 6,639,733 (2,668,440)
Inventories ......................... (452,573) 361,891
Income tax refunds receivable ....... (105,648) 184,000
Prepaid expenses and other
current assets .................... 401,290 795,015
Other assets ........................ 34,219 144,165
Changes in liabilities:
Increase (decrease) in:
Accounts payable .................... (1,620,964) 810,237
Accrued expenses and taxes .......... (1,326,312) (2,132,456)
Income taxes payable ................ 374,000 222,000
Other liabilities ................... 30,000 30,000
----------- -----------
Net cash provided by (used in) operating activities 6,432,349 (389,467)
----------- -----------
Cash flows from investing activity:
Purchases of held to maturity securities ........ (5,810,120) -0-
Purchases of property, plant, and equipment ..... (513,240) (913,330)
Proceeds of sale of Washington Plant machinery
and equipment ................................. 88,166 97,300
------------ -----------
Net cash (used in) investing activities: ........... (6,235,194) (816,030)
Cash flows from financing activities:
Issuance of common stock (stock options exercised) 30,313 30,136
----------- -----------
Net cash provided by financing activities .......... 30,313 30,136
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 227,468 (1,175,361)
----------- -----------
Cash and cash equivalents - beginning of period .... 9,743,024 2,362,119
----------- -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD .......... $9,970,492 $1,186,758
=========== ===========
The attached notes are made a part hereof.
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CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 2, 1997
(Unaudited)
Note A
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair representation have been included. Operating
results for the twenty-six weeks ended March 2, 1997 are not necessarily
indicative of the results that may be expected for the fiscal year ending
August 31, 1997. These statements should be read in conjunction with the
financial statements and notes thereto included in Registrant's annual report
to shareholders and Form 10-K for the fiscal year ended September 1, 1996.
Note B - Inventories:
Inventories are summarized by categories as follows:
March 2, September 1, March 3,
1997 1996 1996
------------ ----------- ------------
Finished goods......... $ 9,729,035 $ 9,750,156 $12,395,129
Work-in-process........ 1,611,718 3,268,677 3,214,297
Greige goods and yarn.. 6,434,999 4,304,346 8,100,109
------------ ----------- ------------
Total............... $17,775,752 $17,323,179 $23,709,535
============ =========== ============
The foregoing inventory amounts at March 2, 1997 and March 3, 1996 were
derived from perpetual inventory records maintained by Registrant which were
tested by physical count at locations with significant quantities.
Note C - Notes Payable - Banks:
At March 2, 1997, Registrant was free of bank debt and had total unused bank
lines of credit aggregating $20,000,000.
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CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 2, 1997
(Unaudited)
Continued
Note D - Notes Payable - Insurance Company:
On November 30, 1994, the Registrant obtained a $20,000,000 loan from John
Hancock Mutual Life Insurance Company. This unsecured loan bears interest at
9.31% a per annum and is repayable in seven equal annual installments
commencing on November 30, 1998.
The loan agreement requires maintenance of certain financial ratios and
maintenance of tangible net worth of approximately $36,000,000. The
agreement also prohibits the pledging of assets and restricts dividends and
redemptions of capital stock to $3,000,000 plus 50% of net earnings
subsequent to August 28, 1994; the cumulative amount available for such
payments aggregated approximately $3,197,000 at March 2, 1997.
Note E - Purchase Commitments:
At March 2, 1997, Registrant had outstanding commitments to purchase greige
goods aggregating $6,000,000. At March 3, 1996 outstanding purchase
commitments were approximately $4,200,000.
Note F - Common Stock:
The Class A and Class B shares principally differ as follows:
(1) The Class A shares have a 15% dividend preference and a 10% liquidation
preference with respect to the Class B shares.
(2) Holders of Class A shares are entitled to one vote a share whereas
holders of Class B shares are entitled to ten votes a share.
(3) Holders of Class A shares voting as a separate class are entitled to
elect 25% of Registrant's directors and holders of Class A shares and Class B
shares voting together are entitled to elect the remaining directors.
(4) Class B shares are convertible into Class A shares on the basis of one
share of Class A shares for each share of Class B shares; Class A shares
have no conversion rights.
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CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 2, 1997
(Unaudited)
Continued
Note G - Stock Options:
Pursuant to an Incentive Program adopted on January 10, 1989, awards (as
defined) may be granted to key employees of the Registrant up to a maximum of
500,000 shares of the Registrant's Class A common stock.
On January 10, 1989, options to purchase an aggregate of 150,000 shares of
the Registrant's Class A common stock at $3 a share (fair market value at
such date) were granted to three employees. The options are exercisable in
four annual installments commencing January 10, 1994 and expire ten years
from the date of grant.
On January 9, 1996, options to purchase an aggregate of 200,000 shares of the
Registrant's Class A common stock at $4.625 a share (fair market value at
such date) were granted to two employees. The options are exercisable in
four annual installments commencing January 9, 1997 and expire ten years from
the date of the grant.
On January 9, 1996 options to purchase 5,000 shares of the Registrant's Class
A common stock at $4.625 (fair market value at such date) were granted to two
outside directors. On September 2, 1996, options to purchase an additional
5,000 shares of the Registrant's Class A common stock at $6.625 (fair market
value at such date) were granted to those directors.
On January 14, 1997, the Registrant granted an option to the Chairman of the
Board of Directors to purchase an aggregate of 70,000 shares of the
Registrant's Class A common stock at $7.0125 a share (110% of the fair market
value at such date). This option is exercisable in five annual installments
commencing January 14, 1998, and expires five years from the date of grant;
the Chairman was also granted an option to purchase 30,000 shares of the
Registrant's Class A common stock at $6.375 a share. This option is
exercisable in five annual installments commencing January 14, 1998 and
expires ten years from the date of grant.
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CONCORD FABRICS INC. AND SUBSIDIARIES
NOTES TO FORM 10-Q
AS AT MARCH 2, 1997
(Unaudited)
Continued
Option activity for the twenty-six weeks ended March 2, 1997 is summarized as
follows:
Options Outstanding
-------------------
Shares Available Number of
for Grant Shares Amount
Balance - September 1, 1996 .. 147,455* 261,250 $1,116,875
Twenty-Six Weeks Ended
March 2, 1997:
Granted ...................(105,000) 105,000 715,250
Exercised ................. (8,750) (30,313)
Cancelled ................. -0- -0- -0-
--------- -------- -----------
Balance - March 2, 1997 ...... 42,455 357,500 $1,801,812
========= ======== ===========
* Revised to reflect amendments to stock option plan adopted January 14,
1997.
In October 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Statements (SFAS) No. 123, "Accounting for Stock-Based
Compensation." This standard requires either the recognition or disclosure
of compensation expense based on the fair value of equity instruments granted
to employees. As permitted by SFAS No. 123, the Registrant has elected to
adopt the disclosure provisions of the standard in 1997 when required.
Note H - Earnings Per Share:
Earnings per share are computed by dividing net earnings by common shares
outstanding and common stock equivalents. Outstanding options did not have a
material dilutive effect on earnings per share for the twenty-six week
periods ended March 2, 1997 and March 3, 1996.
Note I - Chino, California Facility:
In February 1994, the Registrant leased the land and building at the Chino,
California facility for a five year period at an annual net rental of
$297,000; the lessee was also granted the option to purchase the land and
building during the lease period for $2,900,000.
Note J - Property, Plant and Equipment Held for Sale:
In the fourth quarter of fiscal 1995 Registrant decided to dispose of its
Washington, Georgia dyeing and finishing plant and has been actively
searching for a buyer; manufacturing operations ceased October 6, 1995.
Registrant provided for estimated expenses during the disposition period in
its fiscal year ended September 3, 1995 and estimates that the net proceeds
of sale will approximate the facility's depreciated cost.
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CONCORD FABRICS INC. AND SUBSIDIARIES
MARCH 2, 1997
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
OPERATIONS - Twenty-Six Weeks Ended March 2, 1997 Compared With Twenty-Six
Weeks Ended March 3, 1996.
Fabric sales decreased by 28%. The decline was attributable to the planned
de-emphasis, originated in fiscal 1996, of the production of fabrics for sale
to the apparel trade. This resulted in lower unit sales as anticipated and a
6.7% decline in average selling prices.
Gross profit margin increased from 26.2% in fiscal 1996 to 30% in fiscal 1997
primarily due to Registrant's elimination of its less profitable product
ranges and the implementation of its strategy to focus on the more profitable
aspects of its business (Concord House and knitted fabrics).
Merchandising expenses declined by 29.5% as a result of a reduction in
personnel associated with the production of woven fabrics for the apparel
trade.
Selling and shipping expenses declined by 22.5% as a result of the decrease
in Registrant's sales. The decrease was less than the actual sales decrease
because some of Registrant's selling expenses do not vary with sales but
represent sales management costs which are more fixed in nature.
General and administrative expenses declined by 15.7% as a result of 1) a
reduction in personnel and related costs as Registrant's activities became
more focused and 2) the administrative savings associated with the shut-down
of Registrant's Washington, Georgia manufacturing facility during the first
quarter of fiscal 1996.
Interest expense declined by 38.4% as Registrant generated cash flow from its
planned reduction of business activity which stemmed from the elimination of
unprofitable product ranges. Short term debt was eliminated and Registrant
generated interest income from cash invested in marketable securities.
Earnings before income taxes for the twenty-six weeks of fiscal 1997 were
$1,990,000 compared with $1,163,000 for the twenty-six weeks of fiscal 1996.
Net earnings were $1,161,000 for 1997 and $615,000 for 1996. Registrant's
1997 results are consistent with its expectation that its recently
implemented strategy would generate improved earnings.
OPERATIONS - Thirteen Weeks Ended March 2, 1997 Compared With Thirteen Weeks
Ended March 3, 1996.
Fabric sales decreased by 34%. The decline was attributable to the planned
de-emphasis, originated in fiscal 1996, of the production of fabrics for sale
to the apparel trade. This resulted in lower unit sales as anticipated and a
decline of 9.3% in average selling prices.
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CONCORD FABRICS INC. AND SUBSIDIARIES
MARCH 2, 1997
Continued
Item 2..........MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Gross profit margin increased from 25.9% in fiscal 1996 to 30.1% in fiscal
1997 primarily due to Registrant's elimination of its less profitable product
ranges and the implementation of its strategy to focus on the more profitable
aspects of its business (Concord House and knitted fabrics).
Merchandising expenses declined by 36.1% as a result of a reduction in
personnel associated with the production of woven fabrics for the apparel
trade.
Selling and shipping expenses declined by 28.6% as a result of the decrease
in Registrant's sales. The decrease was less than the actual sales decrease
because some of Registrant's selling expenses do not vary with sales but
represent sales management costs which are more fixed in nature.
General and administrative expenses declined by 15.8% as a result of a
reduction in personnel and related costs as Registrant's activities became
more focused.
Interest expense declined by 40.3% as Registrant generated cash flow from its
planned reduction of business activity which stemmed from the elimination of
unprofitable product ranges. Short term debt was eliminated and Registrant
generated interest income from cash invested in marketable securities.
Earnings before income taxes for the second quarter of fiscal 1997 were
$1,058,000 compared with $892,000 for the second quarter of fiscal 1996. Net
earnings were $618,000 for 1997 and $481,000 for 1996. Registrant's 1997
results are consistent with its expectation that its recently implemented
strategy would generate improved earnings.
LIQUIDITY AND CAPITAL RESOURCES
During the twenty-six weeks of fiscal 1997, Registrant's operations provided
$6,432,000 cash. $513,000 was used to acquire machinery and equipment. Cash
increased by $227,000 during the period. Working capital increased by
$1,621,000 for the twenty-six weeks ended March 2, 1997. Registrant's
improved liquidity is attributable to the elimination of certain product
ranges and the resultant reduction in accounts receivable and inventory.
Registrant expects its lines of credit and cash flow from operations to be
adequate to finance operations and meet its cash requirements for fiscal
1997.
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CONCORD FABRICS INC. AND SUBSIDIARIES
FORM 10-Q
PART II
Item 4. Submission of Matters to Vote of Security-Holders
-------------------------------------------------
The Registrant's annual meeting of Stockholders was held on January 14,
1997 (the "Meeting"). At the Meeting the Registrant's stockholders voted
upon and approved the election of seven directors, the ratification of Arthur
Andersen LLP as the independent certified public accountants of the
Registrant for the fiscal year ending August 31, 1997, and the ratification
and approval of certain amendments to the Registrant's Incentive Plan. The
holders of the Registrant's Common Stock voted as a single class on all
matters except for the election of Richard Solar and George Gleitman (with
respect to which only the holders of Class A Common Stock are entitled to
vote). The number of votes cast for, against or withheld, as well as the
number of abstentions, as to each such matter is set forth below.
ELECTION OF DIRECTORS
- ---------------------
Class A Class B
Common Stock Common Stock Total
-----------------------------------------------------------
For Withheld For Withheld For Withheld
--------- ------ --------- ------ --------- ------
Richard Solar 1,640,811 8,339 1,640,811 8,339
George Gleitman 1,640,811 8,339 1,640,811 8,339
Alvin Weinstein 1,640,811 8,339 1,098,969 2,357 2,739,780 10,696
Earl Kramer 1,640,811 8,339 1,098,769 8,339 2,739,580 16,678
Fred Heller 1,640,811 8,339 1,098,964 2,357 2,739,775 10,696
Martin Wolfson 1,640,811 8,339 1,098,969 2.357 2,739,780 10,696
David Weinstein 1,640,811 8,339 1,098,969 2,357 2,739,780 10,696
APPOINTMENT OF ARTHUR ANDERSEN LLP
- ----------------------------------
Class A Class B
Common Stock Common Stock Total
--------------------------------------------------------------
For Against For Against For Against
--------- ------- --------- ------- --------- -------
1,755,953 4,382 1,200,461 160 2,956,414 4,542
AMENDMENTS TO REGISTRANT'S INCENTIVE PLAN
- -----------------------------------------
Class A Common Stock Class B Common Stock Total
- -------------------- -------------------- -------------------
For Against For Against For Against
982,112 309,858 927,400 170,098 1,909,512 479,956
Item 6. Exhibits and reports on Form 8-K
--------------------------------
(a) Exhibits - None
(b) A report on Form 8-K was filed by Registrant during the twenty-six
weeks ended March 2, 1997 and is incorporated by reference herein.
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CONCORD FABRICS INC. AND SUBSIDIARIES
-------------------------------------
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CONCORD FABRICS INC.
---------------------------------
Registrant
Date: April 10, 1997 By /s/ Earl Kramer
Earl Kramer
President and Chief Executive
Officer
Date: April 10, 1997 By /s/ Martin Wolfson
Martin Wolfson
Senior Vice President-Treasurer
Chief Financial Officer
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